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INDIA INFRADEBT LIMITED

FIFTH ANNUAL REPORT2016 -17


THE

ADVANTAGE

Revitalizing infrastructure projects; the competitive interest rates with longer duration further strengthens financial

viability and returns. Besides, executing partial takeout of the senior debt providing structured benefits like

moratorium, back-ended repayment schedule, improves the risk profile and

leads to stronger credit rating for projects and upgrades their marketability to the

Capital Markets.

Built on strong foundations, the Infradebt IDF-NBFC framework was conceived by the Ministry of Finance and it has been

operationalised by four of India’s leading financial institutions - ICICI Bank, Bank of Baroda, Citicorp Finance (India) Ltd. and

Life Insurance Corporation of India.

With primarily fixed rate funding, all projects stay insulated from fluctuating

financial markets, which in turn improves their long term viability & profitability.

This protection extends further to the investments by creating a stable risk return profile through regulatory

ringfencing of asset exposure of Infradebt.

NVIGORATE

NSULATENVIOLABLE

COMMITMENT

There’s always room for improvement, even at the top. Competitive interest

rates coupled with structured benefits lead to sustained cash flows. This improves project valuations and transforms them into attractive

investment opportunities for investors.

NCREMENTAL RETURNS

CONTENTSCorporate Information ................................................................................................................................ 02

Infrastructure Debt Fund............................................................................................................................. 03

About Us ..................................................................................................................................................... 04

Shareholders ............................................................................................................................................... 05

Directors’ Report .......................................................................................................................................... 06

Financial Statements

Independent Auditor’s Report .................................................................................................................... 31

Balance Sheet ............................................................................................................................................. 37

Statement of Profit and Loss ...................................................................................................................... 38

Cash Flow Statement .................................................................................................................................. 39

Significant Accounting Policies and Notes to Accounts ............................................................................. 40

BOARD OF DIRECTORSMs. Lalita D. Gupte Chairperson & Independent Director

Mr. M. D. Mallya Independent Director

Mr. Uday Chitale Independent Director

Mr. K. M. Jayarao Nominee Director

Mr. Mayank K. Mehta Nominee Director

Mr. Manish Kumar Nominee Director

Ms. Sadhana Dhamane Nominee Director

Mr. Suvek Nambiar Managing Director & CEO

SENIOR MANAGEMENTMr. Akash Deep Jyoti Head – Risk & Compliance

Mr. Rajesh K. Gupta Head – Assets

Mr. Surendra Maheshwari Chief Financial Officer

COMPANY SECRETARYMr. Gaurav Tolwani

STATUTORY AUDITORSS. R. Batliboi & Co. LLP Chartered Accountants

REGISTERED OFFICEICICI Bank TowersBandra-Kurla ComplexMumbai – 400 051

REGISTRAR & TRANSFER AGENT

CORPORATE INFORMATION

INDIA INFRADEBT LIMITED2

For Equity:3i Infotech LimitedTower #5, 3rd Floor, International Infotech ParkVashi Railway Station Complex, Vashi, Navi Mumbai – 400 703

For Debentures:Link Intime India Pvt. Ltd.C-101, 247 Park, L.B.S. Marg Vikhroli (W), Mumbai-400 083

ANNUAL REPORT 2016-17 3

Created under the Non Banking Financial Company (NBFC) framework, Infrastructure Debt Fund (IDF-NBFC) provides an alternative channel of infrastructure funding by bringing in long-term investors. These include domestic and offshore institutions like insurance companies, mutual funds, provident and pension funds seeking reliable investments. Raising resources through rupee or dollar denominated bonds of minimum five year maturity, IDF-NBFC refinances the existing debt of infrastructure projects which have completed one year of commercial operations. Investing in Public Private Partnership (PPP) Projects, IDF-NBFC executes a Tripartite Agreement with the

REFINANCING FRAMEWORK

INFRASTRUCTURE DEBT FUND

Funds

Equity

RupeeFunds

RupeeBonds

Bonds

REPAYMENTRupeeBonds

FUNDSPONSORS

OFFSHOREINVESTORS IDF-NBFC DOMESTIC

INVESTORS

PROJECTS

Concessionaryauthority TRIPARTITE

AGREEMENT

Concessionaire

(For PPP Projects Only)

Concessionaire and the Concessionary Authority, the confirming party being the existing lenders. IDF-NBFC can also invest in Non-PPP projects which have completed one year of commercial operations (without Tripartite Agreement). With relatively lower risk assets, IDF-NBFC carries the advantage of a concession on credit concentration norms along with 100% income tax exemption, making it an ideal choice for institutions considering stable long-term earnings. With strong financial expertise, India Infradebt Limited (Infradebt) is the first IDF-NBFC that creates a win-win for both Investors and Projects alike.


ABOUT US

Formed with the objective of refinancing the existing debt of Public Private Infrastructure Projects and rebuilding their long term financial resilience, Infradebt is a joint venture among four of India's leading financial institutions. Built on sound business practices, Infradebt has received a long-term domestic credit rating of AAA with stable outlook awarded by 3 leading rating agencies – CRISIL (majority owned by S&P), ICRA (majority owned by Moody's), India Ratings (100% subsidiary of FITCH).

MILESTONES

AS ON MARCH 31, 2017:� Corpus of over ~ ` 46.30 billion, to be raised up to

` 125.00 billion in the next few years

� Shareholder’s fund of ~ ` 4.28 billion

� Twenty domestic bond issues concluded at competitive rates and subscribed by mutual funds, pension funds, provident funds and insurance companies

� Takeout financing concluded for 42 projects

01

02

04

03MAR 2017

Total Investmentof ~ ` 46.00 billion in 42 projects

MAY 20141st issue of NCDs raised ` 3.00 billion

DEC 2013 1st Tripartite

Agreement executed

Obtained RBI License and Commencedoperations in Feb 2013

SHAREHOLDERS

* Together with wholly owned subsidiary ICICI Home Finance Company Limited

40%

38.7%

15.8%

5.5%

*


DIRECTORS’ REPORTDear Members,

Your Directors have pleasure in presenting the Fifth Annual Report of India Infradebt Limited (Infradebt/Company) with the audited statement of accounts for the year ended March 31, 2017. FINANCIAL HIGHLIGHTSThe summary of the financial results for the year under review is as follows:

(` in million)Particulars For the

year ended March 31, 2017

For the year ended

March 31, 2016Total Income 3,347.4 1,432.3Profit Before Tax 481.0 292.4Provision for Tax 1 - -Profit After Tax 481.0 292.4Add: Balance brought forward from previous year 639.6 405.7Balance available for appropriation 1,120.6 698.1Appropriation: Special Reserve u/s 45-IC of Reserve Bank of India Act, 1934 96.2 58.5Surplus carried forward to Balance Sheet 1,024.4 639.6

1As per Section 10(47) of the Income Tax Act, 1961, income of Infradebt does not form part of total income and hence is exempt from income tax.

ANALYSIS OF THE FINANCIAL PERFORMANCE & DIVIDENDIn FY2017, Infradebt has made profit of ̀ 481.0 million as compared to profit of ̀ 292.4 million in FY2016. During FY2017, the income from operations was ` 3,144.0 million against ` 1,241.6 million of FY2016.

Infradebt proposes to transfer ` 96.2 million (Previous year: ` 58.5 million) to Special Reserve created u/s 45-IC of Reserve Bank of India Act, 1934 and carry forward `1,024.4 million (Previous year: ` 639.6 million) to the Balance Sheet.

Infradebt’s Dividend Policy is based on the financial performance in the year, Statutory/ Regulatory requirements relating to minimum capital adequacy and Credit rating agencies’ requirements relating to maximum leverage. Given the financial performance for FY2017 and in line with the Dividend Policy, your Directors are happy to recommend payment of a maiden dividend of ` 0.29 per equity share for FY2017.

The payment of the final dividend is subject to declaration by the Members at the ensuing Annual General Meeting.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF INFRADEBTInfradebt has completed its maiden Rights Issue and allotted 24,99,99,999 Equity Shares of face value of ` 10 each at an issue price of `14.40 each on April 4, 2017 (i.e. at a premium of ` 4.40 per share), thus increasing the net worth by ` 3.60 billion.

There have been no other material changes and commitments, if any, affecting the financial position of Infradebt which have occurred between the end of the financial year of Infradebt to which the financial statements relate and the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report is enclosed as Annexure – 1.

DIRECTORSIn terms of the provisions of the Companies Act, 2013 and the Articles of Association of Infradebt, Sadhana Dhamane would retire by rotation at the forthcoming Annual General Meeting (AGM) and is eligible for re-appointment. Sadhana Dhamane has offered herself for re-appointment.

DIRECTORS’ REPORT


Mayank K. Mehta, Executive Director, Bank of Baroda has been nominated by Bank of Baroda on the Board of Infradebt in place of Mr. Arun Deodatta Parulkar. The Board of Infradebt at its Meeting held on July 18, 2017 approved the appointment of Mayank K. Mehta as a Nominee Director on the Board of Infradebt with effect from the date of the Meeting. Consequent to the same, A. D. Parulkar ceased to be a Director of Infradebt w.e.f. July 18, 2017. The Board placed on record its deep appreciation for his valuable contribution and guidance to Infradebt.

The Members of the Company at the AGM held on July 23, 2015 approved the appointment of Lalita D. Gupte as the Chairperson & Independent Director of Infradebt for a period of three years upto April 21, 2018. The Board at its meeting held on July 18, 2017 (based on the recommendations of the Board Governance, Remuneration & Nomination Committee (Governance Committee)) approved the re-appointment of Lalita D. Gupte as the Chairperson & Independent Director for a further period of five years effective April 22, 2018 upto April 21, 2023 subject to the approval of the Members . The resolution for re-appointment is proposed to the Members in the Notice of the current AGM vide item no. 8. You are requested to consider the re-appointment of Lalita D. Gupte.

The Members of the Company at the AGM held on July 23, 2015 approved the appointment of Uday Chitale as an Independent Director of Infradebt for a period of three years upto February 22, 2018. The Board at its meeting held on July 18, 2017 (based on the recommendations of the Governance Committee) approved the re-appointment of Uday Chitale as an Independent Director for a further period of five years effective February 23, 2018 upto February 22, 2023 subject to the approval of the Members . The resolution for re-appointment is proposed to the Members in the Notice of the current AGM vide item no. 9. You are requested to consider the re-appointment of Uday Chitale.

The Members of the Company at the AGM held on June 14, 2013 approved the appointment of Suvek Nambiar as Managing Director & CEO of Infradebt for a period of five years upto November 21, 2017. The Board at its meeting held on July 18, 2017 (based on the recommendations of the Governance Committee) approved the re-appointment of Suvek Nambiar for a further period of five years effective November 22, 2017 upto November 21, 2022 subject to the approval of the Members . The resolution for re-appointment is proposed to the Members in the Notice of the current AGM vide item no. 10 and the explanatory statement includes the duration and terms of appointment. You are requested to consider the re-appointment of Suvek Nambiar.

DECLARATION BY INDEPENDENT DIRECTORSLalita D. Gupte, M. D. Mallya and Uday Chitale are Independent Directors on the Board of Infradebt. All Independent Directors have given declarations that they fulfill the conditions specified in section 149 of the Companies Act, 2013 and the same has been relied upon by Infradebt.

STATEMENT ON FORMAL ANNUAL EVALUATION MADE BY BOARD ON ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORSThe performance evaluation of the Board as a whole, its Committees and individual Directors are done on an annual basis based on the questionnaire with specific focus on devotion of enough time and attention to long term strategic issues, openness and transparency in the discussion amongst Board Members, quality, quantity and timeliness of flow of information, discharge of fiduciary duties.

KEY MANAGERIAL PERSONNELThe key managerial personnel of Infradebt (within the meaning of the Companies Act, 2013) include Suvek Nambiar, Managing Director & CEO, Surendra Maheshwari, Chief Financial Officer and Gaurav Tolwani, Company Secretary.

CORPORATE GOVERNANCEThe Board of Directors supports the broad principles of Corporate Governance. The Board has a formal schedule of matters reserved for its consideration and decision.

DIRECTORS’ REPORT

DIRECTORS’ REPORT CONTD....


DETAILS OF BOARD MEETINGSDuring the year, 5 (five) Board Meetings were held on April 25, 2016, July 18, 2016, August 12, 2016, October 18, 2016 and January 16, 2017. The details of attendance at Board Meetings held during the year are given below:

Name of Director Category Board MeetingsHeld Attended

Lalita D. Gupte Chairperson & Independent Director 5 5M. D. Mallya Independent Director 5 5Uday Chitale Independent Director 5 5K. M. Jayarao Nominee Director 5 4Mayank K. Mehta (appointed w.e.f. July 18, 2017)

Nominee Director N.A. N.A

Krishna Manvi (ceased w.e.f. October 1, 2016)

Nominee Director 3 1

A. D. Parulkar(ceased w.e.f. July 18, 2017)

Nominee Director 2 1

Manish Kumar Nominee Director 5 5Sadhana Dhamane Nominee Director 5 3Suvek Nambiar Managing Director & CEO 5 5

To enable better and more focused attention on the affairs of Infradebt, the Board delegates particular matters to Committees set up for the purpose. The five Board level Committees constituted by the Board in this connection are:

1. Audit Committee2. Board Governance, Remuneration and Nomination Committee3. Board Credit & Risk Committee4. Corporate Social Responsibility Committee5. Committee of Directors

AUDIT COMMITTEEThe Board of Directors of Infradebt has constituted the Audit Committee on November 22, 2012. The Audit Committee was re-constituted by the Board of Directors on January 22, 2014, October 15, 2014, February 23, 2015 and April 22, 2015. At March 31, 2017, the Audit Committee comprised of Uday Chitale, Lalita D. Gupte, M. D. Mallya, K. M. Jayarao and A. D. Parulkar.

During the year, 4 (four) Meetings of the Audit Committee were held on April 25, 2016, July 18, 2016, October 18, 2016 and January 16, 2017. The attendance of its Members at its Meetings held during the year is given below:

Name of the Member Number of MeetingsHeld Attended

Uday Chitale, Chairman 4 4Lalita D. Gupte 4 4M. D. Mallya 4 4K. M. Jayarao 4 2Krishna Manvi (ceased to be Member w.e.f. October 1, 2016) 2 1A. D. Parulkar (appointed as Member w.e.f. October 1, 2016) 2 1

Upon change in nomination by Bank of Baroda, A. D. Parulkar ceased to be a Member of the Audit Committee and Mayank K. Mehta was appointed as a Member of the Audit Committee with effect from July 18, 2017.

WHISTLE BLOWER/VIGIL MECHANISMAs per the requirement of section 177(9) of the Companies Act, 2013, Infradebt has established whistle blower/vigil mechanism and forms part of Code of Business Conduct and Ethics. Code of Business Conduct and Ethics has been hosted on the website of Infradebt - http://infradebt.in/code-of-business-conduct-ethics-15.pdf.

DIRECTORS’ REPORT



BOARD GOVERNANCE, REMUNERATION AND NOMINATION COMMITTEEThe Board of Directors of Infradebt has constituted the Board Governance, Remuneration and Nomination Committee (Board Governance Committee) on February 26, 2013. The Board Governance Committee was re-constituted by the Board of Directors on February 23, 2015, April 22, 2015 and April 21, 2017. At March 31, 2017, the Board Governance Committee comprised of M. D. Mallya, Lalita D. Gupte, Uday Chitale, K. M. Jayarao and Manish Kumar.

During the year, 1 (one) Meeting of the Board Governance Committee was held on April 25, 2016. The attendance of its Members at its Meetings held during the year is given below:


M. D. Mallya 1 1Lalita D. Gupte 1 1Uday Chitale 1 1K. M. Jayarao 1 1Manish Kumar 1 1

The Board at its Meeting held on April 21, 2017 reconstituted the Board Governance Committee pursuant to which A. D. Parulkar was appointed as a Member of the Board Governance Committee with effect from April 21, 2017. Upon change in nomination by Bank of Baroda, A. D. Parulkar ceased to be a Member of the Board Governance Committee and Mayank K. Mehta was appointed as a Member of the Board Governance Committee with effect from July 18, 2017.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATIONThe Policy of Infradebt on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure - 3 to this Report.

BOARD CREDIT & RISK COMMITTEEThe Board of Directors of Infradebt has constituted the Board Credit & Risk Committee on February 26, 2013. The Board Credit & Risk Committee was re-constituted by the Board of Directors on October 15, 2014, February 23, 2015 and April 22, 2015. At March 31, 2017, the Board Credit & Risk Committee comprised of M. D. Mallya, Lalita D. Gupte, Uday Chitale, K. M. Jayarao, A. D. Parulkar, Sadhana Dhamane and Suvek Nambiar.

During the year, 12 (twelve) Meetings of the Board Credit & Risk Committee were held on April 4, 2016, April 25, 2016, May 24, 2016, July 18, 2016, August 30, 2016, September 26, 2016, October 10, 2016, November 16, 2016, December 7, 2016, January 16, 2017, February 7, 2017 and February 28, 2017. The attendance of its Members at its Meetings held during the year is given below:


M. D. Mallya, Chairman 12 11Lalita D. Gupte 12 8Uday Chitale 12 11K. M. Jayarao 12 6Krishna Manvi (ceased to be Member w.e.f. October 1, 2016) 6 2A.D. Parulkar (appointed as Member w.e.f. October 1, 2016) 6 3Sadhana Dhamane 12 4Suvek Nambiar 12 12

Upon change in nomination by Bank of Baroda, A. D. Parulkar ceased to be a Member of the Board Credit & Risk Committee and Mayank K. Mehta was appointed as a Member of the Board Credit & Risk Committee with effect from July 18, 2017.

DIRECTORS’ REPORT



CORPORATE SOCIAL RESPONSIBILITY COMMITTEE, POLICY & INITIATIVEThe Board of Directors of Infradebt has constituted the Corporate Social Responsibility (CSR) Committee on April 15, 2014. The Corporate Social Responsibility Committee was re-constituted by the Board of Directors on February 23, 2015, April 22, 2015 and April 21, 2017. At March 31, 2017, CSR Committee comprised of Lalita D. Gupte, M. D. Mallya, Uday Chitale and Manish Kumar.

During the year, 3 (three) Meetings of the CSR Committee were held on April 25, 2016, August 12, 2016 and January 16, 2017. The attendance of its Members at its Meeting held during the year is given below:


M. D. Mallya 3 3Lalita D. Gupte 3 3Uday Chitale 3 3Manish Kumar 3 3

The Board at its Meeting held on April 21, 2017 reconstituted the Board Governance Committee pursuant to which Suvek Nambiar was appointed as a Member of the CSR Committee with effect from April 21, 2017.

The CSR Policy has been hosted on the website of Infradebt - http://infradebt.in/corporate-social-responsibility-policy-15.pdf.

The Annual Report on CSR activities is annexed herewith as Annexure 2.

EXTRACT OF ANNUAL RETURNAs required under section 92(3) of the Companies Act, 2013, the extract of annual return is enclosed as Annexure - 4.

ISSUE OF DEBENTURESWith an increase in the portfolio during the year, Infradebt has accessed borrowed funds to meet its funding requirement. Infradebt met its funding requirement through issue of senior secured Non-Convertible Debentures (NCDs) aggregating to ` 20.35 billion during FY2017. As at end of FY2017, the total borrowings have reached ` 42.05 billion.

CREDIT RATINGSThe secured NCDs have been rated AAA/Stable by CRISIL and ICRA. The unsecured NCDs (in the form of subordinated debt) of Infradebt have been rated AAA/Stable by ICRA and India Ratings.

PUBLIC DEPOSITSInfradebt being a Non Deposit Accepting NBFC has not accepted any deposits from the public during the period under review and shall not accept any deposits from the public without obtaining prior approval of Reserve Bank of India.

RBI GUIDELINESInfradebt has complied with the Regulations of the Reserve Bank of India as are applicable to it as a Systemically Important Non Deposit Taking Non-Banking Financial Company.

AUDITORSS.R. Batliboi & Co. LLP, Chartered Accountants, Mumbai, was appointed as statutory auditors by the Members at the Second Annual General Meeting (AGM) held on May 2, 2014 to hold office till conclusion of Fifth AGM subject to ratification by the Members every year. The Members at the Fourth AGM held on August 30, 2016 ratified the appointment of S.R. Batliboi & Co. LLP, Chartered Accountants as statutory auditors. The first term of S.R. Batliboi & Co. LLP, Chartered Accountants as statutory auditors will expire at the conclusion of the ensuing fifth AGM. Infradebt has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment. Approval for re-appointment of statutory auditors is being sought from the Members at Fifth AGM from the financial year ending March 31, 2018 (FY2018) to FY2022 to hold office from the conclusion of fifth AGM till conclusion of tenth AGM, subject to ratification by Members every year, and to authorise the Board of Directors to fix their remuneration.

DIRECTORS’ REPORT



AUDITORS’ REPORTThe Auditors’ Report to the Members does not contain any qualification. The Notes to the Accounts referred to in the Auditors’ Report are self-explanatory and do not call for further comments.

SECRETARIAL AUDIT REPORTThe secretarial audit report obtained from M/s. Jaiprakash R. Singh & Associates, Company Secretaries is enclosed with this report as Annexure - 5. The secretarial audit report does not contain any qualification.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTInfradebt being an NBFC, the provisions of the Section 186 of the Companies Act, 2013 relating to the loans, guarantee or investment are not applicable.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACYInfradebt has in place a Progressive Risk Management system to identify, assess, monitor and mitigate various risks to key business objectives on an on-going basis. Various Risk Management Policies are reviewed on an annual basis at the Board level. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee, Board Credit & Risk Committee and the Board of Directors of the Company. Enhanced risk analysis is done for the new sectors which have been allowed to be refinanced by the Reserve Bank of India. Infradebt has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certification from statutory auditors. These internal control systems are also reviewed by the internal auditors annually. Significant audit observations and follow up actions thereon are reported to the Audit Committee and Board of Directors.

RELATED PARTY TRANSACTIONSInfradebt has formed a Board approved Policy on Related Party Transactions in line with the requirements of Companies Act, 2013. The Policy provides a framework for proper approval and reporting of transactions between Infradebt and its related parties. The Policy has been hosted on the website of Infradebt.

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in form AOC 2 is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND EXPENDITURESince Infradebt does not own any manufacturing facility, the disclosure of information on other matters required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable and hence not given.

During FY2017, Infradebt did not have any foreign exchange earnings and expenditures.

ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY There are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

PERSONNEL The details of employees as required by the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the report and accounts are being sent to the Members excluding the aforesaid annexure. Any Member interested in obtaining a copy of the annexure may write to the Company Secretary at the Registered Office.

DIRECTORS’ REPORT



The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure - 6.

During FY2017, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENTIn terms of section 135(5) of the Companies Act, 2013, the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Infradebt for the year ended March 31, 2017 and of the profit of Infradebt for that year;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of Infradebt and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts on a going concern basis;

5. they have laid down internal financial controls to be followed by Infradebt and that such internal financial controls are adequate and were operating effectively; and

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTSInfradebt is grateful to the Government of India, the Reserve Bank of India, Ministry of Finance, Ministry of Road Transport and Highways, National Highways Authority of India, Insurance Regulatory & Development Authority of India, other regulatory authorities, concession granting authorities, clients, consultants, credit rating agencies, debenture trustee, debt arrangers, debt investors, internal auditors, statutory auditors, shareholders and other stakeholders for their valuable guidance and support and wishes to express sincere appreciation for their continued cooperation and assistance. Infradebt looks forward to their continued support in future.

Infradebt would also like to express its gratitude for the support and guidance received from ICICI Bank Limited, Bank of Baroda, Citicorp Finance (India) Limited, Life Insurance Corporation of India and ICICI Home Finance Company Limited.

For and on behalf of the Board

Lalita D. Gupte Chairperson

(DIN: 00043559)Date : August 24, 2017Place : Mumbai

DIRECTORS’ REPORT


ANNUAL REPORT 2016-17 13DIRECTORS’ REPORT

MANAGEMENT DISCSSION AND ANALYSIS REPORTa) Industry structure and developments As you are aware, under the framework laid down by the Ministry of Finance and Reserve Bank of India (RBI), India Infradebt

Limited (Infradebt) has been in the business of refinancing/ take-out financing of operating infrastructure projects.

During the last three full years of its operations, Infradebt has been playing a pivotal role in the infrastructure financing space and has widened its footprint in financing projects in transportation and renewable energy sectors.

Despite the challenges such as competition from other participants in the financing market, competitive pricing etc., Infradebt has been successful in improving its market share in the refinancing of infrastructure projects.

The revised guidelines announced by RBI in October 2015 allowing IDF-NBFCs to invest in non-PPP projects and PPP projects without a project authority also in addition to the earlier framework of refinancing only PPP projects with a tripartite agreement have offered Infradebt wider credit/investment opportunities across the entire infrastructure space and are helping Infradebt in diversification of its asset book.

As per the revised guidelines, along with the transportation sector, Infradebt has included renewable energy sector (wind and solar), hydro power, power transmission and few other select infrastructure sectors as its additional focus areas for investment/lending. Currently, Infradebt has ~32% of its asset book contributed through lending/investing in debt facilities in the Non-PPP projects whereas the balance asset portfolio of ~68% is contributed by projects under the PPP framework with a tripartite agreement.

In order to have a healthy mix of assets and achieve targeted profitability, Infradebt shall be diversifying its assets by nature (tripartite/ non-tripartite), sponsor groups, geographies, sectors etc. This would insulate the asset portfolio from adverse changes in a particular class of assets.

b) Opportunities and Threats Opportunities – With greater emphasis on infrastructure development by the Government, role of private investments is expected

to significantly increase in the Infrastructure sector. Announcement of large volume of projects under private investment route, coupled with existing pipeline of completed and under-construction projects is likely to translate into wider opportunities for refinancing in the infrastructure space. In this regard, Infradebt endeavours to also partner with Banks (including shareholders), NBFCs and other financial institutions to undertake refinancing/take out financing initiatives. Project sponsors for completed projects are replacing their existing project debt by lower cost and longer tenure debt to increase the viability of the projects. Infradebt plans to be a significant participant in providing competitively priced financing to these projects.

With the increase in the equity capital by ` 3.60 billion (w.e.f. April 4, 2017), Infradebt will leverage the same effectively to harness

the aforesaid opportunities.

While the overall market for takeout financing by Infradebt has thus increased significantly, Infradebt would be prudent by focusing primarily on refinancing of PPP projects and Non-PPP projects such as renewable energy (wind, solar, and selectively hydro) projects, power transmission, hotels and hospitals etc. and keeping away from some sectors like thermal power.

Infradebt has ensured that the aforesaid changes in the business plan have been undertaken in discussion with the credit rating agencies to safeguard and maintain the current credit rating of ‘Highest Safety’ AAA.

Threats – Aggressive pricing by banks, infrastructure finance companies and other IDFs and volatility in capital markets for capital raising could adversely impact the margins on Infradebt’s asset portfolio. The credit risk in projects without the tripartite agreement is likely to be higher compared to projects with tripartite agreement. Success of IDFs is significantly dependent on a facilitative regulatory framework; any adverse changes in the regulatory framework can have an impact on the profitability of Infradebt.

ANNEXURE 1


c) Segment–wise or product-wise performance Till March 31, 2017, Infradebt has disbursed ` 32.28 billion to 22 road projects under the PPP framework (backed by a tripartite

agreement) and ` 15.02 billion to 20 projects under the Non-PPP framework i.e., renewable energy and other sectors.

The asset book as at the end of FY2017 stood at ` 45.59 billion, after adjusting for redemption/repayment of facilities during the year.

Till March 31, 2017 Infradebt has raised a total of ̀ 42.05 billion of funds from the debt capital market. The fund-raising commenced in FY2015 with issuances of senior secured NCDs aggregating ` 5.50 billion and an issuance of subordinated unsecured NCDs of ` 1.60 billion. This was followed up by issuances of senior secured NCDs aggregating ` 14.60 billion in FY2016 and ` 20.35 billion in FY2017. All the above issuances were rated AAA by leading domestic credit rating agencies. These issuances were subscribed by a wide variety of investors, including insurance companies, pension funds, mutual funds among others.

d) Outlook Based on the assessment of the projects completed and projects under construction under PPP and non-PPP format, both

transportation and renewable energy remain the largest target sectors for Infradebt due to the presence of sizeable operational projects. Apart from the above, new opportunities have opened up in other sub-sectors of infrastructure like hospitals, hotels and power transmission.

Infradebt proposes to continue raising long terms funds from insurance companies, pension funds, mutual funds and other

market participants.

e) Risks and concerns Of the various business and financial risks faced by Infradebt, four key risks can be highlighted – credit risk, liquidity risk, interest

rate risk and regulatory risk. The credit strength is mainly reflected by the highest credit rating of AAA with stable outlook accorded by three leading rating agencies – CRISIL, ICRA and India Ratings – for its debt. Infradebt maintains strong credit standards and filters to ensure that asset quality remains robust. Stringent credit appraisal framework ensures the minimization of credit risk. As the Reserve Bank of India has allowed additional sectors to be refinanced by IDF-NBFCs, in addition to the PPP projects backed by the tripartite agreement, Infradebt will be required to manage higher degree of risks with respect to these new sectors, though the benefit of risk diversification will also accrue on this account.

The asset-liability risk arises mainly out of the regulatory requirement of minimum-5 year maturity of the borrowings and credit market’s practice of annual interest rate resets of the assets. This mismatch is partly offset by the relaxation provided by Reserve Bank of India to allow IDF-NBFCs to raise less than five year maturity of the borrowings to the extent of 10% of the overall outstanding borrowing. The liquidity risk is low, until the NCD repayments commence from May 2019 onwards. The interest rate risk arises out of fixed-rate borrowings undertaken to fund the variable and semi-fixed rate investments within the overall asset portfolio. There is an additional risk of the bank base rates and/or MCLR falling more significantly than the wholesale borrowing rates of Infradebt which leads to the pressure on the interest margins for Infradebt. There is a regulatory risk of material changes in guidelines issued by RBI or government institutions.

Infradebt is conscious of the environment and the social impacts of the infrastructure projects which it refinances and endeavours

to mitigate the same to the extent possible. As Infradebt can only refinance projects which have completed one year of operations, the environment and social risks of such completed projects are low and of assessable level.

f) Internal control systems and their adequacy Infradebt has adopted adequate internal control and risk management systems to ensure compliance to internal policies and

external regulations. These pertain to compliance with NBFC guidelines of RBI, guidelines issued by Ministry of Finance, and timeliness and accuracy of reporting to RBI. The internal control mechanism involves ensuring adequate checks and balances for all major decisions, requires adequate Board oversight for all significant decisions and warrants Board control for all critical measures. Infradebt has adopted various policies (viz. credit and recovery policy, interest rate policy) that are approved by the Board.

ANNEXURE 1 CONTD....

DIRECTORS’ REPORT



g) Discussion on financial performance with respect to operational performance During the year under review, Infradebt made disbursements (under takeout/re-financing from existing lenders) to 26 project

companies in the infrastructure sector, aggregating to ` 23.21 billion. Infradebt raised funds through the issuance of NCDs aggregating to ` 20.35 billion. A wide range of investor class subscribed to these issuances viz. insurance companies, pension funds, mutual funds, provident funds and corporates.

In FY2017, Infradebt has made profit of ` 481.0 million as compared to profit of ` 292.4 million in FY2016. During FY2017, the income from operations was ` 3,144.0 million against ` 1,241.6 million in FY2016.

h) Material developments in Human Resources / Industrial Relations front, including number of people employed The human resources are a key component of Infradebt’s business plan. Accordingly, there is a performance-based remuneration

system for ensuring employee satisfaction and retention. As of March 31, 2017, there were 17 employees in the company.


(DIN: 00043559)Date : August 24, 2017

DIRECTORS’ REPORT


ANNEXURE 2

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES1. A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken and

a reference to the web-link to the CSR policy and projects or programs The CSR Policy of Infradebt focuses on addressing critical social, environmental and economic needs of the marginalized/

underprivileged sections of the society with an approach to integrate the solutions to these problems to benefit the communities at large and create social and environmental impact.

The CSR Policy of Infradebt details the CSR projects that would be undertaken, governance structure, operating framework and monitoring mechanism.

The CSR Policy was approved by the Corporate Social Responsibility Committee in April 2015, and subsequently was put up on the Infradebt’s website. Web-link to the Bank’s CSR Policy: http://infradebt.in/corporate-social-responsibility-policy-15.pdf.

2. The Composition of the CSR Committee The CSR Committee of Infradebt as at March 31, 2017 comprised three Independent Director and one nominee Director. The

composition of the Committee is as below:

Ms. Lalita D. Gupte Mr. M. D. Mallya Mr. Uday Chitale Mr. Manish Kumar

3. Average net profit of the company for last three financial years The average net profit of the Company for the last three financial years calculated as specified by the Companies Act, 2013 is `

239.8 million

4. Prescribed CSR Expenditure (2% of the amount as in item 3 above) The prescribed CSR expenditure requirement for FY2017 is ` 4.8 million

5. Details of CSR spent during the financial year. (a) Total amount spent for the financial year: ` 4.8 million (b) Amount unspent, if any: NIL (c) Manner in which the amount spent during the financial year is detailed below.

S. No

CSR project or activity identified

Sector in which the Project is covered

Projects or programs1) Local area or other 2) Specifythe State and district where projects orprograms was undertaken

Amount outlay (budget) project or programs wise (` in million)

Amount spent on the projects or programsSub-heads:l) Direct expenditure on projectsor programs2)Overheads(` in million)

Cumulative expenditureuptoto thereporting period(` in million)

Amount spent Direct or throughimplementing agency

1. Jeevan Rakshak Road Safety Awareness Program

Promoting education

Kanpur and Bhopal and their surrounding areas

4.8 4.8 4.8 Through implementing agency i.e. SaveLIFE Foundation

DIRECTORS’ REPORT


6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.

Not applicable.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

The CSR Committee hereby confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

Lalita Gupte Suvek NambiarChairperson Managing Director & CEO

Date : August 24, 2017


DIRECTORS’ REPORT


ANNEXURE 3

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS & OFFICIALS IN THE SENIOR MANAGEMENT, THEIR REMUNERATION AND REMUNERATION OF OTHER EMPLOYEES

1. Criteria of selection of Non-Executive Directors a. The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board

with Directors having expertise in the fields of finance, taxation, law, governance and general management.

b. In case of appointment of Independent Directors, the Board Governance Remuneration & Nomination Committee (BGC) shall satisfy itself with regard to the independent nature of the Directors vis-à-vis Infradebt so as to enable the Board to discharge its function and duties effectively.

c. The BGC shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

d. The BGC shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.

i. Qualification, expertise and experience of the Directors in their respective fields;

ii. Personal, Professional or business standing;

iii. Diversity of the Board.

e. In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

2. Remuneration of Non-Executive Directors The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for

participation in the Board / Committee meetings and commission as detailed hereunder:

i. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014;

ii. A Non-Executive Director may also be entitled to receive commission on an annual basis, of such sum as may be approved by the Board and the Shareholders of India Infradebt Limited and based on the recommendation of the BGC.

3. Criteria for selection of Managing Director & CEO The BGC shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the

position and shall take into consideration recommendation, if any, received from any member of the Board. The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

4. Remuneration for the Managing Director & CEO i. At the time of appointment or re-appointment, the Managing Director & CEO shall be paid such remuneration as may be

mutually agreed between the Company (which includes the BGC and the Board of Directors) and the Managing Director & CEO within the overall limits prescribed under the Companies Act, 2013.

ii. The remuneration shall be subject to the approval of the Members of the Company in General Meeting.

iii. The remuneration of the Managing Director & CEO is broadly divided into fixed and variable components. The fixed component comprises salary, allowances, perquisites, amenities and retiral benefits. The variable component comprises performance bonus and long term incentives.

iv. In determining the remuneration (including the fixed increment and performance bonus) the BGC shall ensure / consider the following:

a. the relationship of remuneration and performance benchmarks is clear;

b. balance between fixed and incentive pay reflecting short and long term performance objectives, appropriate to the working of the Company and its goals;

c. responsibility required to be shouldered by the Managing Director & CEO, the industry benchmarks and the current trends;

DIRECTORS’ REPORT



d. the Company’s performance vis-à-vis the annual budget achievement and individual performance vis-à-vis the KRAs / KPIs.

5. Appointment of Senior Management Officials/Key Managerial Personnel (KMP) The Companies Act, 2013 defines “senior management” under the explanation to Section 178 of the Act as personnel of the

company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

In line with the same, functional heads directly reporting to the MD & CEO would be classified as Senior Management at Infradebt. A candidate in order to fulfill the criteria of being appointed in senior management or as KMP should have relevant skills,

performance track record and experience in handling core functions relevant to an organisation.

6. Remuneration Policy for the Senior Management, Key Managerial Personnel and other EmployeesI. In determining the remuneration, the following shall be ensured / considered:

i. the relationship of remuneration and performance benchmark is clear;

ii. the balance between fixed and incentive pay reflecting short and long term performance objectives, appropriate to the working of the Company and its goals;

iii. the remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus and long term incentives;

iv. the remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company’s performance vis-à-vis the annual budget achievement, individual’s performance vis-à-vis KRAs / KPIs, industry benchmark and current compensation trends in the market.

II. MD & CEO will carry out the individual performance review of the Senior Management Employees based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned herein-above, within the overall framework approved by the BGC.


(DIN: 00043559)Date : August 24, 2017

DIRECTORS’ REPORT


ANNEXURE 4

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31, 2017[Pursuant to Section 92(1) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:CIN : U65923MH2012PLC237365Registration Date : October 31, 2012Name of the Company : India Infradebt LimitedCategory/Sub-category of the Company : Company limited by shares/ Indian Non-Government CompanyAddress of the Registered Office and contact details

: ICICI Bank Towers, Bandra-Kurla Complex, Mumbai – 400 051 (T): +91 22 26536963 (F): +91 22 26531259 Email: [email protected]

Whether listed company : Yes (Debentures are listed)Name, Address and contact details of Registrar & Transfer Agents (RTA), if any

: For Equity: 3i Infotech Limited Tower #5, 3rd Floor, International Infotech Park, Vashi Railway Station Complex, Vashi, Navi Mumbai - 400 703 (T): +91 22 71238105 (F): +91 22 71238099

For Debentures: Link Intime India Private Limited C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai-400083 (T): +91 22 49186000 (F): +91 22 49186060

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No.

Name and Descriptionof main products/services

NIC Code of theProduct/ service

% to total turnoverof the company

1. Finance – To refinance part of the debt liabilities of the infrastructure project companies

64990 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIESSl. No.

Name and address of the company

CIN/GLN Holding/Subsidiary/Associate

% of shares held ApplicableSection

Nil

DIRECTORS’ REPORT



IV. SHARE HOLDING PATTERN (Equity Share Capital breakup as percentage of Total Equity) (i) Category-wise Share Holding

Category ofShareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during

the year

Demat Physical Total % ofTotal

Shares


SharesA. Promoters(1) Indian(a) Individual/HUF

- - - - - - - - -

(b) Central Govt

- - - - - - - - -

(c) State Govt (s)

- - - - - - - - -

(d) Bodies Corp.

- - - - - - - - -

(e) Banks / FI 18,29,99,998 8,70,00,002 27,00,00,000 90 18,29,99,998 8,70,00,002 27,00,00,000 90 0(f ) Any Other….

- - - - - - - - -

Sub-total (A)(1):-

18,29,99,998 8,70,00,002 27,00,00,000 90 18,29,99,998 8,70,00,002 27,00,00,000 90 0

(2) Foreign(a) NRIs - Individuals

- - - - - - - - -

(b) Other – Individuals

- - - - - - - - -

(c) Bodies Corp.

- - - - - - - - -

(d) Banks / FI - - - - - - - - -(e) Any Other….

- - - - - - - - -

Sub-total (A) (2):-Foreign

- - - - - - - - -

Totalshareholding ofPromoter (A) =(A)(1)+(A)(2)

18,29,99,998 8,70,00,002 27,00,00,000 90 18,29,99,998 8,70,00,002 27,00,00,000 90 0

B. Public Shareholding1. Institutions(a) Mutual Funds

- - - - - - - - -

(b) Banks / FI 3,00,00,000 - 3,00,00,000 10 3,00,00,000 - 3,00,00,000 10 0(c) Central Govt

- - - - - - - - -

(d) State Govt(s)

- - - - - - - - -

(e) Venture Capital Funds

- - - - - - - - -

(f ) Insurance Companies

- - - - - - - - -

(g) FIIs - - - - - - - - -(h) Foreign Venture Capital Funds

- - - - - - - - -

(i) Others (specify)

- - - - - - - - -

Sub-total (B)(1):-

3,00,00,000 - 3,00,00,000 10 3,00,00,000 - 3,00,00,000 10 0

DIRECTORS’ REPORT


Category ofShareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during

the year


Shares


Shares

2. Non-Institutions(a) Bodies Corp.(i) Indian(ii) Overseas

- - - - - - - - -

(b) Individuals(i) Individual shareholdersholding nominal share capital upto ` 1 lakh(ii) Individualshareholdersholding nominal sharecapital in excess of` 1 lakh

- - - - - - - - -

(c) Others (specify)

- - - - - - - - -

Sub-total (B)(2):-

- - - - - - - - -

Total Public 3,00,00,000 - 3,00,00,000 10 3,00,00,000 - 3,00,00,000 10 0Shareholding(B)=(B)(1)+(B)(2)C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C)

21,29,99,998 8,70,00,002 30,00,00,000 100 21,29,99,998 8,70,00,002 30,00,00,000 100 0


DIRECTORS’ REPORT



(ii) Shareholding of Promoters

Sr.No.

Shareholder’s Name

Shareholding at the beginning of the year Shareholding at the end of the year % changeIn shareholdingduring

the year

No. ofShares

% oftotal

sharesof the

company

%of SharesPledged /

encumberedto totalshares

No. ofShares

% oftotal

Sharesof the

company

% of SharesPledged /

encumberedto totalshares

1. ICICI Bank Ltd. 8,99,99,999 30 - 8,99,99,999 30 - -2. Bank of Baroda 8,99,99,999 30 - 8,99,99,999 30 - -3. Citicorp Finance

(India) Ltd.8,70,00,000 29 - 8,70,00,000 29 - -

4. ICICI Home Finance Company Ltd.

30,00,000 1 - 30,00,000 1 - -

5. Jagat Reshamwala (Nominee of ICICI Bank Ltd.)

1 - - 1 - - -

6. Rajneesh Sharma (Nominee of Bank of Baroda)

1 - - 1 - - -

Total 27,00,00,000 90 - 27,00,00,000 90 - -Note: Jagat Reshamwala and Rajneesh Sharma are holding shares on behalf of ICICI Bank Limited and Bank of Baroda respectively, and have transferred the beneficial interest in such shares in favour of the respective institutions.

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. No.

Shareholder’s Name Shareholding at the beginning of the year

Cumulative shareholding during the year

No. ofShares

% of total shares

of the company

No. ofShares

% of totalShares of the

company1. Dipesh R. Jhurmurwala

(Nominee of Bank of Baroda)

At the beginning of the year 1 - 1 -

Transfer of Equity Shares on July 30, 2016 (1) - Nil -

At the end of the year Nil - Nil -

2. Rajneesh Sharma (Nominee of Bank of Baroda)

At the beginning of the year Nil - Nil -

Transfer of Equity Shares on July 30, 2016 1 - 1 -

At the end of the year 1 - 1 -

DIRECTORS’ REPORT


(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholder’s Name Shareholding at the beginning of the year

Cumulative shareholding during the year

No. ofShares

% of total sharesof the company

No. ofShares


companyLife Insurance Corporation of IndiaAt the beginning of the year 3,00,00,000 10 3,00,00,000 10Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)

No change during the year

At the End of the year (or on the date of separation, if separated during the year)

3,00,00,000 10 3,00,00,000 10

(v) Shareholding of Directors and Key Managerial Personnel:

For each of the Directors and Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. ofShares

% of total sharesof the company

No. ofShares


companyAt the beginning of the year NilDate wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc.):

Nil

At the end of the year Nil

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment

(` in crores)Secured Loans

excluding deposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtedness at the beginning of the financial yeari) Principal Amount 2,010 160 - 2,170

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 57.53 0.44 - 57.97

Total (i+ii+iii) 2,067.53 160.44 - 2,227.97Change in Indebtedness during the financial yearAddition 2,035 - - 2,035

Reduction - - - -

Net Change 2,035 - - 2,035Indebtedness at the end of the financial yeari) Principal Amount 4,045 160 - 4,205

ii) Interest due but not paid - - - -

iii) Interest accrued but not due 90.79 0.48 - 91.27

Total (i+ii+iii) 4,135.79 160.48 - 4,296.27


DIRECTORS’ REPORT



VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(` in lacs)Sl.No.

Particulars of Remuneration Managing Director & CEO

1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 311.74

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0.29

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 -

2. Stock Option -

3. Sweat Equity -

4. Commission- as % of Profit- others, specify…

-

5. Others, please specify - Long Term Incentive 76.88

Total (A) 388.90

B. Remuneration to other directors:(` in lacs)

Sl.No.

Particulars of Remuneration Name of Directors TotalAmountLalita D. Gupte M. D. Mallya Uday Chitale

1. Independent Directors Fee for attending board/committee meetings

5.70 6.30 6.30 18.30

Commission* 7.50 7.50 7.50 22.50

Others, please specify - - - -

Total (1) 13.20 13.80 13.80 40.802. Other Non-Executive Directors

Fee for attending board/committee meetings

No remuneration paid to other Non-Executive DirectorsCommission

Others, please specify

Total (2) - - - -Total (B)=(1+2) 13.20 13.80 13.80 40.80

* As on March 31, 2017, Commission for the financial year ended March 31, 2017, as approved by the Members of the Company, is payable to Independent Directors.

DIRECTORS’ REPORT



C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER/WTD

(` in lacs)Sl.No.

Particulars of Remuneration Key Managerial Personnel TotalGaurav Tolwani

Company Secretary

Surendra Maheshwari

Chief Financial Officer

1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

15.52 94.99 110.51

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - 0.99 0.99

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - -

2. Stock Option - - -

3. Sweat Equity - - -

4. Commission- as % of Profit- others, specify…

- - -

5. Others, please specify-Long Term Incentive - 11.54 11.54

Total (C) 15.52 107.52 123.04

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:Type Section of the

Companies ActBrief

DescriptionDetails of Penalty /

Punishment/Compounding fees imposed

Authority[RD/NCLT/

COURT]

Appeal made, if any (giveDetails)

A. COMPANYPenalty

NonePunishment

Compounding

B. DIRECTORSPenalty

NonePunishment

Compounding

C.OTHER OFFICERS IN DEFAULTPenalty

NonePunishment

Compounding


(DIN: 00043559)Date : August 24, 2017

DIRECTORS’ REPORT


ANNEXURE 5

Secretarial Audit ReportFOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The MembersINDIA INFRADEBT LIMITEDICICI Bank Towers,Bandra-Kurla ComplexMUMBAI-400051.

Dear Sirs,

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by INDIA INFRADEBT LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period ended on 31st March,2017,complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. I have examined the books, papers, minute books, forms and returns filed and other records maintained by INDIA INFRADEBT LIMITED (“The Company”) for the period ended on 31st March,2017 ,according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made thereunder;

II. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) as amended till date to the extent applicable to the Company:-

a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Listing Agreement; and Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) Bye Laws of Stock exchange.

III. Applicable RBI regulations to the Company:

a) RBI Act, 1934. (Master Circulars issued by RBI to the extent to Infra Debts).b) Non- Banking Finance Companies Regulations issued by the Reserve Bank of India (RBI)

IV. Other applicable laws.

a) The Bombay Shops and Establishments Act, 1948;b) The Payment of Gratuity Act, 1972;c) The Employees Provident Funds and Miscellaneous Provisions Act, 1952;d) The Payment of Wages Act, 1936;e) Professional Tax Act, 1975;f ) The Negotiable Instruments Act, to the extent of Section 138;g) The Memorandum and Articles of Association.

2. I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India.

ii) The Listing Agreement entered into by the Company with the BSE Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards,etc. mentioned above.

DIRECTORS’ REPORT


During the Course of Secretarial Audit, I have relied on the representation made by the Company and its various heads for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

During the audit, I have checked various documents submitted to me and relied on the Compliance Certificates submitted by the Managing Director & CEO, Head – Risk & Compliance and Chief Financial Officer to the Board of Directors confirming the compliances with all applicable Acts, Laws and Regulations to the Company.

3. I further report that the Company has, in my opinion, complied with the provisions of the Companies Act, 1956 and the Rules made under that Act and the provisions of Companies Act, 2013 as notified by Ministry of Corporate Affairs and the Memorandum and Articles of Association of the Company, with regard to:

a) maintenance of various statutory registers and documents and making necessary entries therein; b) closure of the Register of Members; c) forms, returns, documents and resolutions required to be filed with the Registrar of Companies and theCentral Government; d) service of documents by the Company on its Members, Auditors and the Registrar of Companies; e) notice of Board meetings and Committee meetings of Directors; f ) the meetings of Directors and Committees of Directors including passing of resolutions by circulation; g) the 4th Annual General Meeting held on 30th August, 2016; h) minutes of proceedings of General Meetings and of the Board and its Committee meetings; i) approvals of the Members, the Board of Directors, the Committees of Directors and the government authorities, wherever

required; j) constitution of the Board of Directors / Committee(s) of Directors, appointment, retirement and reappointment of Directors

including the Managing Director and Whole-time Directors; k) payment of remuneration to Directors including the Managing Director and Whole-time Directors; l) appointment and remuneration of Auditors ; m) borrowings and registration, modification and satisfaction of charges wherever applicable; n) Investment of the Company’s funds including Investments.

During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards,etc. as mentioned above.

4. I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent generally at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

5. I further report that:

Based on the information received and records maintained there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Jaiprakash SinghJaiprakash R Singh & Associates

FCS No.:7391

C P No.:4412

Place : Mumbai

Date : 14.04.2017


DIRECTORS’ REPORT


ANNEXURE A

To,The MembersIndia Infradebt LimitedICICI Bank Towers, Bandra-Kurla Complex,Mumbai-400051, India

Our report of even date is to read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these Secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place : Mumbai

Date : April 14, 2017 Jaiprakash SinghJaiprakash R Singh & Associates

FCS No.:7391

C P No.:4412

DIRECTORS’ REPORT


ANNEXURE 6

DETAILS IN TERMS OF SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

1. The ratio of remuneration of each director to the median remuneration of the employees for the financial year: 12.85:1

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive officer, Company Secretary or Manager, if any, in the financial year:

The percentage increase in remuneration of the MD & CEO , Chief Financial Officer and Company Secretary is 15%.

3. The percentage increase in the median remuneration of employees in the financial year: The percentage increase in the median remuneration of the employees in the financial year is around -16.9%.

4. The number of permanent employees on the rolls of the company: The number of permanent employees was 17 during the financial year.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase made in the salaries of total employees other than Key Managerial Personnel is around 16.29%, while the average increase in the remuneration of the Key Managerial Personnel is 15 %.

6. Affirmation that the remuneration is as per the remuneration policy of the Company: Yes, it is confirmed.


(DIN: 00043559)Date : August 24, 2017

DIRECTORS’ REPORT


INDEPENDENT AUDITOR’S REPORTTo the Members of India Infradebt Limited REPORT ON THE FINANCIAL STATEMENTSWe have audited the accompanying financial statements of India Infradebt Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the “Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2017, its profit, and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS1. As required by the Companies (Auditor’s report) Order, 2016 (the “Order”) issued by the Central Government of India in terms of

sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

INDEPENDENT AUDITOR’S REPORT



(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016;

(e) On the basis of written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, from being appointed as a director in terms of section 164 (2) of the Act;

(f ) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:i. The Company does not have any pending litigations which would impact its financial position;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Prevention Fund by the Company;

iv. The Company has provided requisite disclosures in Note 2AC to these financial statements as to the holding of Specified Bank Notes on November 8, 2016 and December 30, 2016 as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on our enquiries, test check of the books of account and other details maintained by the Company and relying on the management representation regarding the holding and nature of cash transactions, including Specified Bank Notes, we report that these disclosures are in accordance with the books of accounts maintained by the Company.

For S.R. Batliboi & CO. LLP Chartered AccountantsICAI Firm Registration Number: 301003E/E300005

per Jitendra H. RanawatPartnerMembership Number: 103380Place of Signature: MumbaiDate: 21 April 2017



ANNEXURE 1

REFERRED TO UNDER THE HEADING “REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE

Re: India Infradebt Limited (‘the Company’)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and location of fixed assets.

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) According to information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

(ii) The Company’s business does not involve inventories and, accordingly, the requirements under paragraph 3(ii) of the Order are not applicable to the Company.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanation given to us, there are no loans, investments, guarantees and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Company is not in the business of sale of any goods. Therefore, in our opinion, the provisions of clause 3(vi) of the Order are not applicable to the Company.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, service tax and other statutory dues applicable to it. The provisions relating to employees’ state insurance, duty of customs, duty of excise, value added tax and cess are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax, service tax, and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. The provisions relating to employees’ state insurance, duty of customs, duty of excise, value added tax and cess are not applicable to the Company.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, duty of custom, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the statute Nature of the dues

Amount ( Rs) Period to which the amount relates

Forum where the dispute is pending

Income Tax Income Tax 35,366,490 FY 2012-13 CIT

Income Tax Income Tax 121,539,100 FY 2013-14 CIT

(viii) According to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government.

(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of non-convertible debentures for the purposes for which they were raised.




(x) Based upon the audit procedures performed for the purposes of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company has been noticed or reported during the year.

(xi) According to the information and explanation given by the management, the managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a Nidhi company. Therefore, the provisions of clause 3(xi) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence reporting requirements under clause 3(xiv) are not applicable to the Company not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, we report that the Company has registered as required, under section 45-IA of the Reserve Bank of India Act, 1934.





ANNEXURE 2

ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF INDIA INFRADEBT LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

To the Members of India Infradebt Limited

We have audited the internal financial controls over financial reporting of India Infradebt Limited (the “Company”) as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.



Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Explanatory paragraph

We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act, the financial statements of India Infradebt Limited, which comprise the Balance Sheet as at March 31, 2017, and the related Statement of Profit and Loss and Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information, and our report dated April 21, 2017 and expressed an unqualified opinion thereon.






BALANCE SHEETAt March 31, 2017

(` in ‘000)

Particulars Notes No.

Year ended March 31, 2017

(Audited)


(Audited)EQUITY AND LIABILITIESShareholders' fundsShare capital 2A 30,00,000 30,00,000 Reserves and surplus 2B 12,80,466 7,99,466

42,80,466 37,99,466 Share application money pending allotment 2C 18,29,508 -

18,29,508 - Non-current liabilitiesLong-term borrowings 2D 4,20,50,000 2,17,00,000 Long-term provisions 2E 2,15,278 98,560

4,22,65,278 2,17,98,560 Current liabilities Short-term provisions 2E 43,607 32,306 Other current liabilities 2F 9,75,351 5,94,339

10,18,958 6,26,645

TOTAL EQUITY AND LIABILITIES 4,93,94,210 2,62,24,671

ASSETSNon-current assetsFixed assets 2G Tangible assets 1,812 2,259 Intangible assets 181 36 Non-current investments 2H 3,04,92,174 2,42,59,352Long-term loan and advances 2I 1,31,32,716 - Other non-current assets 2J 4,07,749 1,59,080

4,40,34,632 2,44,20,727

Current assetsCurrent investments 2H 12,07,870 8,14,320 Short-term loan and advances 2I 7,53,765 - Cash and cash equivalents 2K 32,98,799 9,29,087 Other current assets 2J 99,144 60,537

53,59,578 18,03,944

TOTAL ASSETS 4,93,94,210 2,62,24,671 Significant accounting policies and notes on accountsThe accompanying notes are an integral part of the financial statements

1 & 2

As per our report of even date For and on behalf of the Board of Directors

For S.R. BATLIBOI & CO. LLP Lalita D. Gupte Suvek NambiarICAI Firm Registration Number: 301003E/E300005 Chairperson Managing Director & CEOChartered Accountants DIN: 00043559 DIN: 06384380

per Jitendra H. Ranawat Surendra Maheshwari Gaurav TolwaniPartner Chief Financial Officer Company SecretaryMembership No. 103380

Place : MumbaiDate: April 21, 2017

FINANCIAL STATEMENTS


STATEMENT OF PROFIT AND LOSSFor the year ended March 31, 2017

(` in ‘000)

Particulars Notes No.


(Audited)


(Audited)

IncomeRevenue from operations 2L 31,43,973 12,41,596

Other income 2M 2,03,380 1,90,658

Total Revenue (I) 33,47,353 14,32,254 ExpensesEmployee benefit expense 2N 1,27,607 98,845

Finance costs 2O 25,82,293 9,54,163

Depreciation and amortization expense 2G 844 757

Other expenses 2P 48,484 33,666

Contingent provision against standard assets 2Q 1,07,125 52,436

Total Expenses (II) 28,66,353 11,39,867 Profit/ (Loss) before tax (III)=(I)-(II) 4,81,000 2,92,387 Tax expensesCurrent tax - -

Profit/ (Loss) for the year 4,81,000 2,92,387 Earnings per equity share :Basic and diluted earnings per share of `10/-face value 2R 1.60 0.97Significant accounting policies and notes on accountsThe accompanying notes are an integral part of the financial statements

1 & 2







CASH FLOW STATEMENT For the year ended March 31, 2017


(` in ‘000)Particulars Year ended

March 31, 2017 (Audited)


(Audited)Cash flow from operating activitiesProfit before Tax 4,81,000 2,92,387 Adjustment to reconcile profit before tax to net cash flows

Interest received on fixed deposit (23,808) (1,14,374)Income on Redemption of Liquid Mutual Funds (1,90,688) (1,02,134)

Contingent provision against standard assets 1,07,125 52,436 Depreciation on fixed assets charged during the year 844 757

Operating profit before working capital changes 3,74,473 1,29,071 Movements in working capital:

Increase in other current liabilities 3,92,314 3,17,969 Increase in non current liabilities 9,593 7,773 Decrease/ (Increase) in non current investment (62,32,822) (1,55,46,712)Decrease/ (Increase) in current investment (3,93,550) (4,12,940)Decrease/ (Increase) in long term loan and advances (1,31,32,716) - Decrease/ (Increase) in short term loan and advances (7,53,765) -

Decrease/ (Increase) in other non current assets (7,025) (40,569)Decrease/ (Increase) in other current assets (38,607) 3,601

Cash generated from / (used in) operations (1,97,82,105) (1,55,41,809)Direct taxes paid (net of refunds) (2,41,644) (89,763)Net Cash flow from/ (used in) operating activities (A) (2,00,23,751) (1,56,31,572)Cash flow from investing activitiesPurchase of fixed assets (542) (109)Interest received on fixed deposit 23,808 1,14,374Income on Redemption of Liquid Mutual Funds 1,90,688 1,02,134 Fixed deposits placed with the banks (Maturity greater than 3 months up to 12 months) 4,49,252 12,27,950 Net cash flow from/ (used in) investing activities (B) 6,63,206 14,44,350Cash flow from financing activitiesProceeds from share application money pending allotment 18,29,508 - Proceeds from issuance of debentures 2,03,50,000 1,46,00,000 Net cash flow from/ (used in) financing activities (C ) 2,21,79,508 1,46,00,000 Net increase/(decrease) in cash and cash equivalents (A + B + C) 28,18,964 4,12,778 Cash and cash equivalents at the beginning of the year 4,79,835 67,057 Cash and cash equivalents at the end of the year 32,98,799 4,79,835 Components of cash and cash equivalents With banks- on current account 19,98,799 1,79,835 - on deposit account 13,00,000 3,00,000 Total cash and cash equivalents (note. No. 2K) 32,98,799 4,79,835 Foot notes:1. Cash and bank balances reconciliationCash and bank balance as at end of the year 32,98,799 9,29,087 Less: fixed deposits for a period greater than 3 months - 4,49,252 Cash and cash equivalents as at end of the year 32,98,799 4,79,835 2. The above cash flow statement has been prepared under the ‘Indirect Method’ as set out in accounting standard-3 on “Cash Flow Statements” issued by the Institute of Chartered Accountants of India.Significant accounting policies (refer note 1)The accompanying notes are an integral part of the financial statements






I. CORPORATE INFORMATION India Infradebt Limited (the “Company”) was incorporated on October 31, 2012 in Mumbai, India to carry out the business of a

specialized financial institution classified as an Infrastructure Debt Fund- Non-Banking Financial Company under the Infrastructure Debt Fund- Non-Banking Financial Companies (Reserve Bank) Directions, 2011 of Reserve Bank of India (RBI). The Company’s principal activity is to re-finance/ take-out part of the debt liabilities of the infrastructure projects (subject to each such project company completing the construction/implementation of the Infrastructure Project undertaken by it and satisfactorily operating the same for at least one year from completion of construction/implementation) in order to accelerate and enhance the flow of long term debt in infrastructure projects.

II. BASIS OF PREPARATION OF FINANCIAL STATEMENTS The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in

India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014, Companies (Accounting Standards) Amendment Rules, 2016 and the provisions of the Reserve Bank of India as applicable to a Non-Banking Financial Company. The financial statements have been prepared on an accrual basis and under the historical cost convention. The presentation and disclosures in these financial statements are in accordance with Schedule III of the Companies Act, 2013.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

1. Significant accounting policies :

A. Use of estimates The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments,

estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosures of contingent liabilities, at the end of the reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

B. Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the

revenue can be reliably measured

Interest income on investments and loan & advances is recognized on a time proportion basis taking into account the amount outstanding and applicable interest rate except for non- performing assets where, it is recognized upon realization, as per the income recognition and assets classification norms of RBI.

Fee income including processing fees is accounted for upfront when it becomes due.

C. Fixed assets Fixed assets including intangible assets are stated at cost, net of accumulated depreciation and accumulated impairment

losses, if any. The cost comprises purchase price and directly attributable cost of bringing the asset to its working condition for the intended use.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are changed to the statement of profit and loss for the period during which such expenses are incurred.

Gains or losses arising from de-recognition of a fixed asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

SIGNIFICANT ACCOUNTING POLICIES and Notes to Accounts



D. Depreciation and amortization Depreciation on plant, property and equipment is calculated on a straight-line basis using the rates arrived at, based on

the useful lives estimated by the management. Intangible assets are amortized on a straight line basis over the estimated useful economic life. The Company has used the following useful lives to provide depreciation on its plant, property and equipment.

Particular Useful lives estimated by the management (years)

Computers 3

Vehicles 5

Software 4

The management has estimated, supported by independent assessment by professionals, the useful lives of Vehicles are depreciated over the estimated useful lives of 5 years, which are lower than those indicated in schedule II.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

E. Loans & advances Loan & advances are classified into performing and non-performing advances (‘NPAs’) as per the RBI guidelines and are

stated net of specific provisions made towards NPAs. Further, NPAs are classified into sub-standard, doubtful and loss assets based on the criteria stipulated by the RBI. Provisions for NPAs are made at rates as prescribed by the RBI.

F. Investments Investments, which are readily realizable and intended to be held for not more than one year from the date on which such

investments are made, are classified as current investments. All other investments are classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties.

These investments are valued in accordance with the RBI guidelines and the Accounting Standard (AS) 13 on ‘Accounting for Investments’. Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment basis. Long–term investments are carried at their acquisition cost or at amortised cost, if acquired at a premium/discount, over/under the face value. Any premium/discount, over/under the face value of investments acquired is amortised over the remaining period to maturity on straight line basis.

However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments. On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.

G. Provisions A provision is recognized when the Company has a present obligation as a result of past event, it is probable that an outflow

of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

H. Retirement and other employee benefits i. Retirement benefits in the form of provident fund is a defined benefit contribution scheme and the contributions are

charged to the statement of profit and loss of the year when the contributions to the respective funds are due. There are no obligations other than the contribution payable to the provident fund. The Company recognizes contribution payable to the provident fund schemes as an expenditure, when an employee renders the related service.

ii. Gratuity liability is defined benefit obligation and is provided for on the basis of an actuarial valuation using the projected unit credit method, made at the end of each year. Actuarial gains and losses for defined benefit plan are recognized in full in the period in which they occur in the statement of profit and loss of the year.

SIGNIFICANT ACCOUNTING POLICIES CONTD....



iii. Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

iv. The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year end. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred.

v. The Company recognizes long term incentive benefit as a liability and an expense when the Company has a present obligation as a result of past event. If this benefit falls due more than 12 month after the balance sheet date, they are measured at present value of the future cash flow using the discount rate determined by reference to market yields at the balance sheet date on government bond.

I. Income taxes As per Section 10(47) of the Income Tax Act, 1961 (the “Act”) income of the Company do not form part of total income and

hence is exempt from income tax. Hence, no provision for tax has been made in the books of accounts. (Refer note 2V)

J. Earnings per share Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by

the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are not adjusted since there are no dilutive potential equity shares.

K. Contingent liabilities A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the

occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

L. Cash and cash equivalents Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term

investments with an original maturity of three months or less.

M. Borrowing cost Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the arrangement of

borrowings.

SIGNIFICANT ACCOUNTING POLICIES CONTD....



NOTES TO ACCOUNTS For the year ended March 31, 2017

2. NOTES TO ACCOUNTS

2A. SHARE CAPITAL(` in ‘000)

Particulars At March 31, 2017 At March 31, 2016 Authorized:1,000,000,000 (31 March 2016: 1,000,000,000) equity shares of ` 10 each 1,00,00,000 30,00,000300,000,000 (31 March 2016: 300,000,000) Preference shares of ` 10 each 30,00,000 30,00,000Issued, subscribed and fully paid up300,000,000 (31 March 2016: 300,000,000) equity shares of ` 10 each, fully paid up 30,00,000 30,00,000Total 30,00,000 30,00,000

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity shares

Particulars At March 31, 2017 At March 31, 2016No. in '000 (` in ‘000) No. in '000 (` in ‘000)

At the beginning of the year 3,00,000 30,00,000 3,00,000 30,00,000Issued during the year - - - - Outstanding at the end of the year 3,00,000 30,00,000 3,00,000 30,00,000 (b) Terms/Rights attached to equity shares The Company has only one class of equity shares referred to as equity shares having a par value of ` 10 per share. Each holder

of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) Details of shareholders holding more than 5% shares in the Company

Name of the shareholders At March 31, 2017 At March 31, 2016No. in '000 % holding

in the classNo. in '000 % holding

in the classEquity shares of ` 10 each fully paidICICI Bank Limited (including its nominees) 90,000 30.0% 90,000 30.0%Bank of Baroda (including its nominees) 90,000 30.0% 90,000 30.0%Citicorp Finance (India) Limited 87,000 29.0% 87,000 29.0%Life Insurance Corporation of India 30,000 10.0% 30,000 10.0%

As per records of the Company, including its register of shareholders and representation received from the management regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

2B. RESERVES AND SURPLUS (` in ‘000)

Particulars At March 31, 2017 At March 31, 2016Statutory reserve u/s 45-IC of RBI Act, 1934Balance at the beginning of the year 1,59,893 1,01,415Add: amount transferred from surplus balance in the statement of profit and loss 96,200 58,478Closing balance (A) 2,56,093 1,59,893Profit & loss Surplus in profit and loss account at the beginning of the year 6,39,573 4,05,664Add: Profit for the year 4,81,000 2,92,387Less: Transfer to statutory reserve [@ 20% of profit after tax as required by section 45-IC of Reserve Bank of India Act, 1934]

(96,200) (58,478)

Total appropriations (96,200) (58,478)Net surplus in the statement of profit and loss account at the end of the year (B) 10,24,373 6,39,573Total reserve and surplus (A)+(B) 12,80,466 7,99,466



2C. SHARE APPLICATION MONEY PENDING ALLOTMENT (` in ‘000)

Particulars At March 31, 2017 At March 31, 2016Share application money pending allotment 18,29,508 -Total 18,29,508 -

2D. LONG-TERM BORROWINGS (` in ‘000)

Particulars Non-current portion Current maturitiesAt March 31, 2017

At March 31, 2016

At March 31, 2017

At March 31, 2016

Secured Debentures150 (March 31, 2016: Nil) 8.10% secured redeemable non-convertible debentures (Maturity date: December 25, 2026) (#)

1,50,000 - - -

3,000 (March 31, 2016: Nil) 8.24% secured redeemable non-convertible debentures (Maturity date: November 30, 2026) (#)

30,00,000 - - -

950 (March 31, 2016: Nil) 8.24% secured redeemable non-convertible debentures (Maturity date: August 29, 2026) (#)

9,50,000 - - -

500 (March 31, 2016: Nil) 8.57% secured redeemable non-convertible debentures (Maturity date: June 30, 2026) (#)

5,00,000 - - -

500 (March 31, 2016: Nil) 8.51% secured redeemable non-convertible debentures (Maturity date: May 05, 2026) (#)

5,00,000 - - -

820 (March 31, 2016: 820) 8.65% secured redeemable non-convertible debentures (Maturity date: March 21, 2026) (#)

8,20,000 8,20,000 - -


7,00,000 7,00,000 - -

1,550 (March 31, 2016: 1,550) 8.62% secured redeemable non-convertible debentures (Maturity date: March 07, 2026) (#)

15,50,000 15,50,000 - -

100 (March 31, 2016: 100) 8.70% secured redeemable non-convertible debentures (Maturity date: January 28, 2026) (#)

1,00,000 1,00,000 - -

940 (March 31, 2016: 940) 8.60% secured redeemable non-convertible debentures (Maturity date: January 08, 2026) (#)

9,40,000 9,40,000 - -

2,000 (March 31, 2016: 2,000) 8.50% secured redeemable non-convertible debentures (Maturity date: Nov 19, 2025) (#)

20,00,000 20,00,000 - -

500 (March 31, 2016: 500) 8.45% secured redeemable non-convertible debentures (Maturity date: February 04, 2025) (#)

5,00,000 5,00,000 - -

1,650 (March 31, 2016: 1,650) 9.70% secured redeemable non-convertible debentures (Maturity date: May 28, 2024) (##)

16,50,000 16,50,000 - -

5,000 (March 31, 2016: Nil) 8.25% secured redeemable non-convertible debentures (Maturity date: March 23, 2022) (#)

50,00,000 - - -

NOTES TO ACCOUNTS CONTD....



(` in ‘000)Particulars Non-current portion Current maturities

At March 31, 2017

At March 31, 2016

At March 31, 2017

At March 31, 2016

1,050 (March 31, 2016: Nil) 8.05% secured redeemable non-convertible debentures (Maturity date: February 23, 2022) (#)

10,50,000 - - -

2,150 (March 31, 2016: Nil) 7.95% secured redeemable non-convertible debentures (Maturity date: January 19, 2022) (#)

21,50,000 - - -

1,350 (March 31, 2016: Nil) 8.05% secured redeemable non-convertible debentures (Maturity date: December 27, 2021) (#)

13,50,000 - - -

1,100 (March 31, 2016: Nil) 8.24% secured redeemable non-convertible debentures (Maturity date: August 30, 2021) (#)

11,00,000 - - -

1,150 (March 31, 2016: Nil) 8.57% secured redeemable non-convertible debentures (Maturity date: June 30, 2021) (#)

11,50,000 - - -

1,200 (March 31, 2016: Nil) 8.57% secured redeemable non-convertible debentures (Maturity date: June 23, 2021) (#)

12,00,000 - - -

1,680 (March 31, 2016: Nil) 8.51% secured redeemable non-convertible debentures (Maturity date: May 10, 2021) (#)

16,80,000 - - -

570 (March 31, 2016: Nil) 8.51% secured redeemable non-convertible debentures (Maturity date: May 05, 2021) (#)

5,70,000 - - -


8,80,000 8,80,000 - -


6,00,000 6,00,000 - -

1,450 (March 31, 2016: 1,450) 8.62% secured redeemable non-convertible debentures (Maturity date: March 08, 2021) (#)

14,50,000 14,50,000 - -

1,400 (March 31, 2016: 1,400) 8.70% secured redeemable non-convertible debentures (Maturity date: January 28, 2021) (#)

14,00,000 14,00,000 - -

1,560 (March 31, 2016: 1,560) 8.60% secured redeemable non-convertible debentures (Maturity date: January 08, 2021) (#)

15,60,000 15,60,000 - -

2,600 (March 31, 2016: 2,600) 8.65% secured redeemable non-convertible debentures (Maturity date: August 21, 2020) (#)

26,00,000 26,00,000 - -

2,000 (March 31, 2016: 2,000) 8.55% secured redeemable non-convertible debentures (Maturity date: February 04, 2020) (#)

20,00,000 20,00,000 - -




(` in ‘000)Particulars Non-current portion Current maturities

At March 31, 2017

At March 31, 2016

At March 31, 2017

At March 31, 2016

1,350 (March 31, 2016: 1,350) 9.70% secured redeemable non-convertible debentures (Maturity date: May 28, 2019) (##)

13,50,000 13,50,000 - -

Total secured (A) 4,04,50,000 2,01,00,000 - -Unsecured debentures - -

1,600 (March 31, 2016: 1,600) 9.10% unsecured redeemable non-convertible debentures-sub-ordinates debts (included in Tier II Capital) (Maturity date: June 20, 2022)

16,00,000 16,00,000 - -

Total unsecured (B) 16,00,000 16,00,000 - -Total 4,20,50,000 2,17,00,000 - -#Above debentures secured by charge on the immovable property & hypothecation/ charge over all receivables, cash flows and other movable assets of the Company, from time to time

##Above debentures secured by charge on the immovable property, pledge over bonds or debentures subscribed by the Company from time to time & hypothecation/ charge over all receivables, cash flows and other movable assets of the Company, from time to time 2E. PROVISIONS (` in ‘000)

Particulars Long-term Short-termAt March 31, 2017

At March 31, 2016

At March 31, 2017

At March 31, 2016

Provision for employee benefitsEmployee benefit payable 18,935 15,752 42,859 31,633

Provisions for gratuity (refer note 2S) 8,042 3,973 109 13

Provision for leave encashment 5,955 3,614 639 660

Total (i) 32,932 23,339 43,607 32,306Other provisionsContingent provision against standard assets/ Investments

1,82,346 75,221 - -

Total (ii) 1,82,346 75,221 - - Total (i+ii) 2,15,278 98,560 43,607 32,306

2F. OTHER CURRENT LIABILITIES (` in ‘000)

Particulars At March 31, 2017 At March 31, 2016

Provision for expenses 4,089 4,257

Statutory dues 1,783 2,081

Interest accrued and not due on borrowings 9,12,721 5,79,749

Advance interest/principal received from clients 56,758 8,252

Total 9,75,351 5,94,339




2G. FIXED ASSETS (` in ‘000)

Particulars Gross Block (At Cost) Depreciation and Amortization Net Block As at

April 1, 2016

Additions during

the year

Deductions/ Adjustments

during the year

As at March

31, 2017

As at April 1,

2016

For the

year

On Deductions during the

year

As at March

31, 2017

As at March

31, 2017

As at March

31, 2016

(i) Tangible Assets

Land 770 - - 770 - - - - 770 770

Computers - Hardware

626 367 - 993 311 269 - 580 413 315

Vehicles 2,728 - - 2,728 1,554 545 - 2,099 629 1,174

Total (i) 4,124 367 - 4,491 1,865 814 - 2,679 1,812 2,259 (ii) Intangible

Assets

Computers - Software

88 175 - 263 52 30 - 82 181 36

Total (ii) 88 175 - 263 52 30 - 82 181 36 Total (i+ii) 4,212 542 - 4,754 1,917 844 - 2,761 1,993 2,295 Previous year 4,103 109 - 4,212 1,160 757 - 1,917 2,295 -

2H. INVESTMENTS (` in ‘000)

Particulars Non-current CurrentAt March 31, 2017

At March 31, 2016

At March 31, 2017

At March 31, 2016

Non-trade investments (valued at cost unless stated otherwise)Investment in quoted debentures/bonds800 (March 31, 2016 : 800) Secured redeemable non-convertible debentures of ` 9,63,788.11 each fully paid- up in Renew Wind Energy (Jath) Limited (RWEJL) due on October 31, 2026

7,41,710 7,71,030 29,320 18,702

155 (March 31, 2016 : NIL) Secured redeemable non-convertible debentures of ` 9,46,541.92 each fully paid- up in Renew Wind Energy (Jath) Limited (RWEJL) due on October 31, 2026

1,41,419 - 5,295 -

15,300 (March 31, 2016 : Nil) Secured redeemable non-convertible debentures of ` 1,00,000.00 each fully paid- up in Hazaribagh Ranchi Expressway Ltd.(HREL) due on October 14, 2025

13,45,000 - 1,85,000 -

22,28,129 7,71,030 2,19,615 18,702Investment in unquoted debentures/bonds4,780 (March 31, 2016 : 4,893) Secured redeemable non-convertible debentures of ` 1,00,000.00 each fully paid- up in Himalyan Expressway Limited (HEL) due on February 21, 2026 (#)

4,57,800 4,78,000 20,200 11,300

5,000 (March 31, 2016 : 5,000) Secured redeemable non-convertible debentures of ` 98,580.00 each fully paid- up in Guruvayoor Infrastructure Private Limited (GIPL)-Tranche-1 due on March 31, 2025 (##)

4,87,700 4,92,900 5,200 400




(` in ‘000)Particulars Non-current Current

At March 31, 2017

At March 31, 2016

At March 31, 2017

At March 31, 2016

50,000 (March 31, 2016 : 50,000) Secured redeemable non-convertible debentures of ` 9,871.20 each fully paid- up in Guruvayoor Infrastructure Private Limited (GIPL)-Tranche-2 due on March 31, 2025 (##)

4,88,630 4,93,560 4,930 100

1,20,000 (March 31, 2016 : 1,20,000) Secured redeemable non-convertible debentures of ` 5,392.33 each fully paid- up in Swarna Tollway Pvt. Ltd.(STPL) due on March 31, 2020

4,21,260 6,47,080 2,25,820 2,25,810

1,70,000 (March 31, 2016 : 1,70,000) Secured redeemable non-convertible debentures of ` 9,700.00 each fully paid- up in Ashoka Highway Bhandara Ltd.(AHBL) due on March 15, 2026

15,89,500 16,49,000 59,500 25,500

1,42,000 (March 31, 2016 : 1,42,000) Secured redeemable non-convertible debentures of ` 9,799.01 each fully paid- up in Second Vivekananda Bridge Tollway Company Pvt Ltd.(SVBT) due on December 15, 2028

13,62,920 13,91,460 28,540 14,270

1,70,000 (March 31, 2016 : 1,70,000) Secured redeemable non-convertible debentures of ` 9,644.71 each fully paid- up in Jaipur Mahua Tollway Private Ltd.(JMTPL) due on March 31, 2028 (##)

15,94,000 16,39,600 45,600 52,000

Nil (March 31, 2016 : 1,70,000) Secured redeemable non-convertible debentures in Hazaribagh Ranchi Expressway Ltd.(HREL) due on September 30, 2025 ( account closed on February 14, 2017)

- 14,65,200 - 1,26,460

87,740 (March 31, 2016 : 87,740) Secured redeemable non-convertible debentures of ` 9,050.03 each fully paid- up in Rohan Rajdeep Toll Roads Ltd.(RRTRL) due on June 30, 2026 (##)

7,06,310 7,94,050 87,740 78,960

60,000 (March 31, 2016 : 60,000) Secured redeemable non-convertible debentures of ` 9,555.50 each fully paid- up in MVR Infrastructure and Tollways Private Ltd.(MITPL) due on March 31, 2023

5,73,330 5,73,330 - 18,960

1,00,000 (March 31, 2016 :1,00,000) Secured redeemable non-convertible debentures of ` 9,980.00 each fully paid- up in Krishnagiri Thopur Toll Road Limited (KTTRL) due on June 30, 2024 (##)

9,97,000 9,98,000 1,000 1,000

1,00,000 (March 31, 2016 : 1,00,000) Secured redeemable non-convertible debentures of ` 9,700.00 each fully paid- up in Western Andhra Tollways Limited (WATL) due on June 30, 2024 (##)

9,50,000 9,70,000 20,000 20,000

2,88,000 (March 31, 2016 : 2,88,000) Secured redeemable non-convertible debentures of `10,000.00 each fully paid- up in Vadodara Bharuch Tollway Limited (VBTL) due on December 31, 2019

28,80,000 28,80,000 - -

1,60,000 (March 31, 2016 : 1,60,000) Secured redeemable non-convertible debentures of ` 9,990.00 each fully paid- up in Devihalli Hassan Tollway Ltd (DHTL) due on 31st March 2035 (##)

15,96,800 15,98,400 1,600 1,600




(` in ‘000)Particulars Non-current Current

At March 31, 2017

At March 31, 2016

At March 31, 2017

At March 31, 2016

1,15,000 (March 31, 2016 : 1,15,000) Secured redeemable non-convertible debentures of ` 9,800.00 each fully paid- up in Jadcherala Express Private Ltd (JEPL) due on 30th june, 2023 (##)

11,04,000 11,27,000 23,000 11,500

3,00,000 (March 31, 2016 : 3,00,000) Secured redeemable non-convertible debentures of ` 9,750.00 each fully paid- up in Dhule Palesnar Tollway Private Limited (DPTPL) due on 5th December 2025 (##)

28,65,000 29,25,000 60,000 75,000

1,50,000 (March 31, 2016 : 1,50,000) Secured redeemable non-convertible debentures of ` 9965.00 each fully paid- up in Navayuga Devanahalli Tollway Private Limited (NDTPL) due on 31st March 2029

14,87,250 14,94,750 7,500 3,750

2,00,000 (March 31, 2016 : 2,00,000) Secured redeemable non-convertible debentures of `9,355.00 each fully paid- up in Oriental Pathways(Indore) Private Limited (OPIPL) due on 31st August 2024

18,51,000 18,70,992 20,000 1,29,008

9,993 (March 31, 2016 : Nil) Secured redeemable non-convertible debentures of `99,232.00 each fully paid- up in Bijapur Hungund Tollway Private Limited due on 31st August 2028(##)

9,76,396 - 15,229 -

1,75,000 (March 31, 2016 : Nil) Secured redeemable non-convertible debentures of `9,400.00 each fully paid- up in Trichy Tollway Private Limited due on 15th December 2024(##)

15,40,000 - 1,05,000 -

20,000 (March 31, 2016 : Nil) Secured redeemable non-convertible debentures of `99,170.00 each fully paid- up in North Bihar Highway Limited due on 18th June 2029

19,43,600 - 39,800 -

1,65,000 (March 31, 2016 : Nil) Secured redeemable non-convertible debentures of `9,450.00 each fully paid- up in Mokama Munger Highway Limited due on 29th Feb 2024(##)

13,41,780 - 2,17,470 -

10,500 (March 31, 2016 : Nil) Secured redeemable non-convertible debentures of ` 99,990.00 each fully paid- up in Moradabad Bareilly Expressway Ltd.(MBEL) due on September 30, 2033 (##)

10,49,769 - 126 -

2,82,64,045 2,34,88,322 9,88,255 7,95,618 Total 3,04,92,174 2,42,59,352 12,07,870 8,14,320

Note:- Interest rate on above investments are in the range of 8.50% p.a. to 11.50%p.a. #The Interest rate on the NCDs is linked to the base rate. It may change in the future depending on the change in base rate.##The Interest rate is fixed between two reset dates.




(` in ‘000)

Particulars At March 31, 2017 At March 31, 2016

Aggregate amount of quoted investments (Market value as on March 31, 2017 `257,10,24,948.00, March 31, 2016: ` 80,76,68,800.00)

24,47,744 7,89,733

Aggregate amount of unquoted investments 2,92,52,300 2,42,83,940

Total 3,17,00,044 2,50,73,673

2I. LOAN AND ADVANCES (` in ‘000)

Particulars Long-term Short-termAt March 31, 2017

At March 31, 2016

At March 31, 2017

At March 31, 2016

Term loanSecured, considered good 1,31,32,716 - 7,53,765 -

Unsecured, considered good - - - -

Total 1,31,32,716 - 7,53,765 -

The classification of loan & advances under RBI guidelines are as under :- (` in ‘000)

Particulars Year ended March 31, 2017


(i) Standard assests 1,38,86,481 -

(ii) Sub-standard assets - -

(iii) Doubtful assets - -

(iv) Loss assets - -

Total 1,38,86,481 -

2J. OTHER ASSETS (` in ‘000)

Particulars Non-current CurrentAt March 31, 2017

At March 31, 2016

At March 31, 2017

At March 31, 2016

Interest accrued and not due on fixed deposits - - 187 11,302Interest accrued on Investments/loan assets - - 67,777 21,926Other recoverable - - - 1,186TDS receivable 3,48,237 1,06,593 - - Service tax input credit - - 90 3,836Prepaid expenses - - 15,457 12,446Staff advances - - 1,094 225Security deposits-rent - - 810 - Unamortized borrowings cost 59,512 52,487 13,624 9,511Other assets - - 105 105Total 4,07,749 1,59,080 99,144 60,537

2K. CASH AND BANK BALANCES (` in ‘000)

Particulars At March 31, 2017

At March 31, 2016

A. Cash and cash equivalents

Bank deposits with original maturity of less than 3 months 13,00,000 3,00,000




(` in ‘000)

Particulars At March 31, 2017

At March 31, 2016

Balance with Banks 19,98,799 1,79,835

Total (A) 32,98,799 4,79,835

B. Other bank balances

Bank deposits with original maturity for more than 3 months but less than or equal to 12 months

- 4,49,252

Total (B) - 4,49,252

Total (A+B) 32,98,799 9,29,087

2L. REVENUE FROM OPERATIONS (` in ‘000)



Interest income on investment 28,67,669 12,29,211

Interest income on term loan 2,22,690 -

Fees income 53,614 12,385

Total 31,43,973 12,41,596

2M. OTHER INCOME (` in ‘000)



Interest on deposits with banks 12,692 88,048

Income on redemption of liquid mutual funds 1,90,688 1,02,134

Interest received on income tax refund - 476

Total 2,03,380 1,90,658

2N. EMPLOYEE BENEFITS EXPENSES (` in ‘000)



Salaries and wages 1,15,695 89,984

Contribution to provident fund and other funds 3,322 2,628

Gratuity 4,165 1,594

Leave encashment 2,321 3,166

Staff welfare 2,104 1,472

Total 1,27,607 98,845

2O. FINANCE COSTS (` in ‘000)



Interest expenses on borrowings 25,69,089 9,47,133

Other borrowing costs 13,204 7,030

Total 25,82,293 9,54,163




2N. OTHER EXPENSES (` in ‘000)



Rent, rates & taxes 7,522 5,184

Travelling expenses 956 746

Printing and stationery 222 272

Director sitting fees & commission 4,080 3,450

Communication 548 345

Legal & professional fees 9,966 9,486

Auditors fees & expenses (refer details below) 2,097 2,160

Stamp duty expenses 1,002 2,003

Guarantee fee 14,364 6,024

Corporate social responsibility expenses 4,800 -

Others 2,927 3,996

Total 48,484 33,666

Payment to auditor Year ended March 31, 2017


As auditor

Audit fees 1,030 951

Tax audit fees 75 75

Limited review fees 225 225

Out of pocket expense 30 26

In other capacity

Certification and other fees 737 883

Total 2,097 2,160

2Q. CONTINGENT PROVISION AGAINST STANDARD ASSETS (` in ‘000)



Contingent provision against standard assets/ Investments 1,07,125 52,436Total 1,07,125 52,436

2R. EARNINGS PER SHARE In accordance with the Accounting Standard 20 on ‘Earnings Per Share’ issued by the Institute of Chartered Accountants of India,

basic earnings per share and diluted earnings per share is computed using the weighted average number of shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are not adjusted since there are no dilutive potential equity shares.

The following table sets forth, for the periods indicated, the computation of earnings per share.



Net profit after tax (` in ‘000) 4,81,000 2,92,387Weighted average number of Equity Shares (No.) 30,00,00,000 30,00,00,000Earnings per share 1.60 0.97(Basic and diluted earnings per share of ` 10/-face value)




2S. GRATUITY The following tables set forth, for the periods indicated, movement of the present value of the defined benefit obligation, fair value

of plan assets and other details for gratuity benefits.

Amount to be recognized in Balance Sheet (` in ‘000)



Present value of funded obligations - -Fair value of plan assets - -Present value of unfunded obligations 8,150 3,986Unrecognized past service cost - -Net liability 8,150 3,986Amounts in the balance sheetLiabilities 8,150 3,986Assets - -Net liability 8,150 3,986

Expense to be recognized in Statement of Profit & Loss Account (` in ‘000)



Current service cost 1,462 1,240Interest on defined benefit obligation 441 286Expected return on plan assets - -Net actuarial losses / (gains) recognized in year 2,263 67Past service cost - -Losses / (gains) on “curtailments & settlements” - -Losses / (gains) on “acquisition / divestiture” - -Effect of the limit in para 59(b) - -Total, included in “Employee benefit expense” 4,165 1,594Actual return on plan assets - -

Reconciliation of Benefit Obligations & Plan Assets for the Period (` in ‘000)



Change in defined benefit obligationOpening defined benefit obligation 3,985 2,391 Current service cost 1,461 1,240 Interest cost 441 286 Actuarial losses / (gain) 2,263 67 Past service cost - -Actuarial losses/ (gain) due to curtailment - -Liabilities extinguished on settlements - -Liabilities assumed on acquisition - -Exchange difference on foreign plans - -Benefits paid - -Closing defined benefit obligation 8,150 3,986 Change in the fair value of assets Opening fair value of plan assets - -Expected return on plan assets - -




(` in ‘000)Particulars Year ended

March 31, 2017Year ended

March 31, 2016 Actuarial gains / (losses) - -Assets distributed on settlements - -Contributions by employer - -Assets acquired due to acquisition - -Exchange difference on foreign plans - -Benefits paid - -Closing fair value of plan assets - -Expected employer’s contribution next year 109 13

Asset Information

Category of Assets (% Allocation) Year ended March 31, 2017


% %Government of India securities 0% 0%Corporate bonds 0% 0%Special deposit scheme 0% 0%Equity shares of listed companies 0% 0%Property 0% 0%Insurer managed funds 0% 0%Others 0% 0%Total 0% 0%

Experience Adjustments (` in ‘000)





Defined benefit obligation 8,150 3,986 2,391 864Plan assets - - - -Surplus / (deficit) (8,150) (3,986) (2,391) (864)Exp. adj. on plan liabilities 711 162 163 -Exp. adj. on plan assets - - - -

Summary of Principal Actuarial Assumptions

Financial Assumptions at the Valuation Date:



Discount rate (p.a.) 7.40% 8.10%Expected rate of return on assets (p.a.) 0.00% 0.00%Salary escalation rate (p.a.) 10.00% for first

5 years & 7% thereafter

7.00%

Employee turnover [Age (years)] 21-30 5.00% 5.00%31-40 3.00% 3.00%41-57 2.00% 2.00%




2T. RELATED PARTY TRANSACTIONS (i) Names of related parties as identified by the management and nature of relationship are as follows:

Sr. No. Nature of relationship Name of party1. Investing Party ICICI Bank Limited2. Investing Party Bank of Baroda3. Investing Party Citicorp Finance (India) Limited4. Key Management Personnel Mr. Suvek Nambiar, Managing Director & CEO

ii) The following are the details of transactions with related parties:(` in ‘000)

Particulars Investing Party Key Management Personnel

Total

AssetsBank balance & fixed deposits 3,298,761 - 3,298,761

(6,29,078) (-) (6,29,078)Interest accrued on fixed deposits 187 - 187

(11,235) (-) (11,235)Other receivables - - -

(1,186) (-) (1,186)IncomeInterest on fixed deposits 11,128 - 11,128

(87,980) (-) (87,980)ExpenditureTowards rent & shared services 6,053 - 6,053

(6,264) (-) (6,264)

Towards arrangers fees payment 3,064 - 3,064(1,105) (-) (1,105)

DMAT charges 1 1(55) (-) (55)

Staff cost - 38,890* 38,890(-) (31,476)* (31,476)

# Figures in bracket pertains to March 31, 2016

* As the liabilities for gratuity and leave encashment are provided on an actuarial basis for the Company as a whole, the amounts pertaining to the Key Management Personnel (KMP) is not included above.

2U. SEGMENT INFORMATION The Company has a single reportable segment i.e. financing which has similar risk & return for the purpose of AS-17 on Segment

Reporting’ notified under the Companies (Accounting Standard) Rules, 2006 (as amended). The Company operates in a single geographical segment i.e. domestic.

2V. INCOME TAXES As per section 10 (47) of the Income Tax Act, 1961, any income of Infrastructure Debt Fund will be exempt from income tax. CBDT

vide its notification no. 83/2016/F.No.173/50/2013-ITA-I dated September 16, 2016, has notified India Infradebt Limited as an Infrastructure Debt Fund for the purpose of clause (47) of section 10 of Income Tax Act, 1961.

2W. The Company has accounted for provision on standard assets/ investments as per Reserve Bank of India (‘RBI’) notification No. DNBR (PD)CC. No. 299 /002/03.10.001/ 2014-15 dated November 10, 2014 which requires increased provision on standard assets/ investments in a phased manner over a period of three years commencing from March 31, 2016. The Company has provided standard assets provision @0.40% (0.30% in previous year) resulting in higher provision on standard assets/investments of by ` 45,587 thousands compared to previous year.




2X. DUE TO MICRO AND SMALL ENTERPRISES There are no amounts that need to be disclosed pertaining to Micro Small and Medium Enterprise Development Act, 2006

(The ‘MSMED’).

2Y. The Company has not accepted deposits, within the meaning of ‘Public Deposits’ as defined in the prudential norms issued by the Reserve Bank of India.

2Z. In accordance with RBI notification No. DNBS.PD.CC. No. 256 /03.10.042 / 2011-12 dated March 2, 2012, no fraud was detected and reported during the year and previous year.

2AA. In accordance with RBI notification No. DNBS.CC.PD.No.253/03.10.01/2011-12 dated December 26, 2011, the Company did not enter into any credit default swaps during the year and previous year.

2AB. In accordance with RBI notification No.DNBS.CC.PD.No.265/03.10.01/2011-12 dated March 21, 2012, the Company has not lent against gold jewellery during the year and previous year.




2AC. Details of Specified Bank Notes (SBN) held and transacted during the period 08/11/2016 to 30/12/2016 as provided in the Table below:-

(` in ‘000)

Particulars SBN's Other Denomination

Notes

Total

Closing cash in hand as on 08.11.2016 - - -(+) Permitted receipts - - -(-) Permitted payments - - -(-) Amount deposited in banks - - -Closing cash in hand as on 30.12.2016 - - -

2AD. PREVIOUS YEAR FIGURES Previous period end figures have been regrouped / reclassified, where necessary, to confirm to this year’s classification.

2AE. The following additional information (other than what is already disclosed elsewhere) is disclosed in terms of RBI circular (Ref. No. DNBR(PD) CC No. 002/03.10.001/2014-15 dated November 10, 2014.)

(i) Capital(` in ‘000)

Sr.No

Particulars As at March 31, 2017

As at March 31, 2016

i) CRAR (%) 19.76 41.68ii) CRAR - Tier I Capital (%) 13.87 28.78iii) CRAR - Tier II Capital (%) 5.89 12.90iv) Amount of subordinated debt raised as Tier-II capital during the year - -v) Amount raised by issue of Perpetual Debt Instruments during the year - -

(ii) Investment(` in ‘000)



1. Value of Investments(i) Gross Value of Investments 3,17,00,044 2,50,73,673 (a) In India 3,17,00,044 2,50,73,673 (b) Outside India, - - (ii) Provisions for Depreciation - - (a) In India - - (b) Outside India, - - (iii) Net Value of Investments 3,17,00,044 2,50,73,673 (a) In India 3,17,00,044 2,50,73,673 (b) Outside India, - -

2. Movement of provisions held towards depreciation on investments.(i) Opening balance - - (ii) Add : Provisions made during the year - - (iii) Less : Write-off / write-back of excess provisions during the year - - (iv) Closing balance - -




(iii) Derivatives (iii)(a) Forward rate agreement / Interest rate swap There are no forward rate agreement/interest rate swaps entered during the current financial year and the previous

financial year.(` in ‘000)



(i) The notional principal of swap agreements - - (ii) Losses which would be incurred if counterparties failed to fulfill their obligations

under the agreements - -

(iii) Collateral required by the NBFC upon entering into swaps - - (iv) Concentration of credit risk arising from the swaps - - (v) The fair value of the swap book - -

(iii)(b) Exchange traded interest rate (IR) derivatives(` in ‘000)

Sr. No.



(i) Notional principal amount of exchange traded IR derivatives undertaken during the year (instrument-wise)

- -

(ii) Notional principal amount of exchange traded IR derivatives outstanding as on 31st March 2015 (instrument-wise)

- -

(iii) Notional principal amount of exchange traded IR derivatives outstanding and not "highly effective" (instrument-wise)

- -

(iv) Mark-to-market value of exchange traded IR derivatives outstanding and not "highly effective" (instrument-wise)

- -

(iii)(c) Quantitative disclosures(` in ‘000)

Sr. No.

Particulars Currency Derivatives/ Interest Rate Derivatives



(i) Derivatives (Notional Principal Amount) - -For hedging - -

(ii) Marked to Market Positions [1] - -a) Asset (+) - -b) Liability (-) - -

(iii) Credit Exposure [2] - -(iv) Unhedged Exposures - -




(iv)(a) Disclosures relating to securitisation(` in ‘000)

Sr. No. Particulars No./ AmountAs at March

31, 2017As at March

31, 20161. No of SPVs sponsored by the NBFC for securitisation transactions - -2. Total amount of securitised assets as per books of the SPVs sponsored - -3. Total amount of exposures retained by the NBFC to comply with MRR as on

the date of balance sheet- -

a) Off-balance sheet exposures - - First loss - - Others - -b) On-balance sheet exposures - - First loss - - Others - -

4. Amount of exposures to securitisation transactions other than MRR - -a) Off-balance sheet exposures - -i) Exposure to own securitizations - - First loss - - Loss - -ii) Exposure to third party securitisations - - First loss - - Loss - -b) On-balance sheet exposures - -i) Exposure to own securitizations - - First loss - - Loss - -ii) Exposure to third party securitisations - - First loss - - Loss - -

(iv)(b) Details of financial assets sold to securitisation /reconstruction company for asset reconstruction

(` in ‘000)

Sr. No.



(i) No. of accounts - -

(ii) Aggregate value (net of provisions) of accounts sold to SC / RC - -

(iii) Aggregate consideration - -

(iv) Additional consideration realized in respect of accounts transferred in earlier years

- -

(v) Aggregate gain / loss over net book value - -




(iv)(c ) Details of assignment transactions undertaken by NBFCs(` in ‘000)

Sr. No.



(i) No. of accounts - -

(ii) Aggregate value (net of provisions) of accounts sold - -

(iii) Aggregate consideration - -

(iv) Additional consideration realized in respect of accounts transferred in earlier years

- -

(v) Aggregate gain / loss over net book value - -

(iv)(d) Details of non-performing financial assets purchased/sold A. Details of non-performing financial assets purchased :

(` in ‘000)

Sr. No.



1. (a) No. of accounts purchased during the year - -

(b) Aggregate outstanding - -

2. (a) Of these, number of accounts restructured during the year - -

(b) Aggregate outstanding - -

B. Details of non-performing financial assets sold :(` in ‘000)

Sr. No.



1. No. of accounts sold - -

2. Aggregate outstanding - -

3. Aggregate consideration received - -




(v)(a) Asset Liability Management Maturity pattern of certain items of Assets and Liabilities as at March 31, 2017

(` in ‘000)

Particulars Up to 30/31 days

Over 1 month upto 2

months

Over 2 months upto 3

months

Over 3months & up to 6 months

Over 6 months

& up to 1 year

Over 1year & up to 3 years

Over 3 years & up to 5 years

Over 5 years

Total

Deposits - - - - - - - - -

Advances 25,410 9,152 1,38,278 2,11,394 3,69,532 17,13,058 19,58,872 94,60,787 1,38,86,482

Investments 45,570 30,582 83,602 3,49,171 6,98,946 62,99,291 59,08,846 1,82,84,036 3,17,00,044

Borrowings - - - - - 33,50,000 2,37,40,000 1,49,60,000 4,20,50,000

Foreign Currency assets

- - - - - - - - -

Foreign Currency liabilities

- - - - - - - - -

Asset Liability Management Maturity pattern of certain items of Assets and Liabilities as at March 31, 2016

(` in ‘000)

Particulars Up to 30/31 days

Over 1 month upto 2

months

Over 2 months upto 3

months

Over 3months & up to 6 months

Over 6 months

& up to 1 year

Over 1year & up to 3 years

Over 3 years & up to 5 years

Over 5 years

Total

Deposits - - - - - - - - -

Advances - - - - - - - - -

Investments 80,504 36,526 52,156 2,51,795 3,93,339 32,97,898 48,27,776 1,61,33,678 2,50,73,673

Borrowings - - - - - - 1,18,40,000 98,60,000 2,17,00,000

Foreign Currency assets

- - - - - - - - -

Foreign Currency liabilities

- - - - - - - - -




(vi) Exposures (vi)(a) Exposure to real estate sector

(` in ‘000)

Category

(a) Direct exposure As at March 31, 2017


(i) Residential Mortgages - Lending fully secured by mortgages on residential property that is or will be occupied by the borrower or that is rented

- -

(ii) Commercial Real Estate - Lending secured by mortgages on commercial real estates (office buildings, retail space, multi- purpose commercial premises, multi-family residential buildings, multi-tenanted commercial premises, industrial or warehouse space, hotels, land acquisition, development and construction, etc.). Exposure would also include non-fund based limits

- -

(iii) Investments in Mortgage Backed Securities (MBS) and other securitised exposures -

- -

a. Residential - -

b. Commercial Real Estate - -

Total exposure to real estate sector

(vi)(b) Exposure to capital market(` in ‘000)

Sr. No.



(i) direct investment in equity shares, convertible bonds, convertible debentures and units of equity-oriented mutual funds the corpus of which is not exclusively invested in corporate debt;

- -

(ii) advances against shares / bonds / debentures or other securities or on clean basis to individuals for investment in shares (including IPOs / ESOPs), convertible bonds, convertible debentures, and units of equity-oriented mutual funds;

- -

(iii) advances for any other purposes where shares or convertible bonds or convertible debentures or units of equity oriented mutual funds are taken as primary security;

- -

(iv) advances for any other purposes to the extent secured by the collateral security of shares or convertible bonds or convertible debentures or units of equity oriented mutual funds i.e. where the primary security other than shares / convertible bonds / convertible debentures / units of equity oriented mutual funds 'does not fully cover the advances;

- -

(v) secured and unsecured advances to stockbrokers and guarantees issued on behalf of stockbrokers and market makers;

- -

(vi) loans sanctioned to corporates against the security of shares / bonds / debentures or other securities or on clean basis for meeting promoter's contribution to the equity of new companies in anticipation of raising resources;

- -

(vii) bridge loans to companies against expected equity flows / issues; - -




Sr. No.



(viii) all exposures to Venture Capital Funds (both registered and unregistered) - -

Total exposure to capital market - -

(vi)(c) Details of financing of parent company products Not applicable, since no parent company in current year and previous year.

(vi)(d) Details of single borrower limit (SGL) / group borrower limit (GBL) exceeded by the NBFC The Company has not exceeded the Single Borrower Limit (SGL) / Group Borrower Limit (GBL) during the financial year

ended March 31, 2017, (March 31, 2016: Nil)

(vi)(e) Unsecured advances There are no unsecured advances as at March 31, 2017, (March 31, 2016: Nil)

(vii)(a) Registration obtained from other financial sector regulators The Company has not obtained registration from other financial sector regulators except Reserve Bank of India.

(vii)(b) Disclosure of penalties imposed by RBI and other regulators No penalties were imposed by the regulator during the year during the financial year ended March 31, 2017, (March 31,

2016: Nil)

(vii)(c) Related party transactions Details of all material transactions with related parties shall be disclosed in the notes to accounts.

(vii)(d) Ratings assigned by credit rating agencies and migration of ratings during the year The Company has been assigned following credit rating from all rating agencies during the financial year ended March

31, 2017:-

Sr. No. Name of rating agencies Rating of product Rating assigned

1. Crisil Ltd Debentures AAA

2. ICRA Ltd Debentures AAA

3. ICRA Ltd Sub-ordinated Debt AAA

4. ICRA Ltd Commercial Paper A1+

5. India Ratings & Research Pvt.Ltd. Sub-ordinated Debt IND AAA

(vii)(e) Remuneration of directors (` in ‘000)

Sr. No. Name of directors As at March 31, 2017 As at March 31, 2016

1. Mr. Suvek Nambiar (MD & CEO)# 38,890 31,476

2. Mr. M. D. Mallya* 1,380 1,250

3. Mrs. Lalita Gupte* 1,320 1,080

4. Mr. Uday Chitale* 1,380 1,120

Total 42,970 34,926#As the liabilities for gratuity and leave encashment are provided on an actuarial basis for the Company as a whole, the amounts pertaining to it are not included above. *Remuneration of Independent Directors includes commission payable for the respective financial year.




(viii) Additional disclosures (viii)(a) Provisions and Contingencies

(` in ‘000)

Break up of 'Provisions and Contingencies' shown under the head Expenditure in Profit and Loss Account



Provisions for depreciation on Investment - -

Provision towards NPA - -

Provision made towards Income tax - -

Other Provision and Contingencies (with details) - -

Provision for Standard Assets/ Investments 1,07,125 52,436

(ix) Concentration of Deposits, Advances, Exposures and NPAs (ix)(a) Concentration of Deposits (for deposit taking NBFCs)

(` in ‘000)



Total Deposits of twenty largest depositors - -

Percentage of Deposits of twenty largest depositors to Total Deposits of the NBFC - -

(ix)(b) Concentration of advances(` in ‘000)



Total Advances to twenty largest borrowers 1,38,86,482 -

Percentage of Advances to twenty largest borrowers to Total Advances of the NBFC 100% -

(ix)(c) Concentration of exposures(` in ‘000)



Total Exposure to twenty largest borrowers / customers (Investment & advances) 3,01,07,585 2,50,73,673

Percentage of Exposures to twenty largest borrowers / customers to Total Exposure of the NBFC on borrowers / customers

66% 100%

(ix)(d) Concentration of NPAs(` in ‘000)



Total Exposure to top four NPA accounts - -




(ix)(e) Sector-wise NPAs

Sr. No.

Sector Percentage of NPAs to Total Advances in that sector



1 Agriculture & allied activities - -

2 MSME - -

3 Corporate borrowers - -

4 Services - -

5 Unsecured personal loans - -

6 Auto loans - -

7 Other personal loans - -

(x) Movement of NPAs (` in ‘000)

Sr. No.

Name of directors As at March 31, 2017


(i) Net NPAs to Net Advances (%) - -(ii) Movement of NPAs (Gross)

(a) Opening balance - -(b) Additions during the year - -(c) Reductions during the year - -(d) Closing balance - -

(iii) Movement of Net NPAs(a) Opening balance - -(b) Additions during the year - -(c) Reductions during the year - -(d) Closing balance - -

(iv) Movement of provisions for NPAs (excluding provisions on standard assets)(a) Opening balance - -(b) Provisions made during the year - -(c) Write-off / write-back of excess provisions - -(d) Closing balance - -

(xi) Overseas assets (for those with Joint Ventures and Subsidiaries abroad)

Name of the Joint Venture/ Subsidiary Other Partner in the JV Country Total AssetsNot Applicable, as the company does not have any Joint venture and Subsidiaries abroad




(xii) Off-balance Sheet SPVs sponsored

Name of the SPV sponsored Domestic OverseasAs at March

31, 2017As at March

31, 2016- -

(xiii) Disclosure of complaints (xiii)(a) Customer complaints

Sr. No.



(a) No. of complaints pending at the beginning of the year - -(b) No. of complaints received during the year - -(c) No. of complaints redressed during the year - -(d) No. of complaints pending at the end of the year - -








ANNEXURE 1

Schedule to theBalance Sheet of a non-deposit taking non-banking financial company(as required in terms of paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or

Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007)

(` in ‘000)

Particulars As at March 31, 2017 As at March 31, 2016Liabilities side : Amount out-

standingAmount overdue

Amount out-standing

Amount overdue

1. Loans and advances availed by the non-banking finance company inclusive of interest accrued thereon but not paid:(a) Debentures : Secured 4,13,57,935 - 2,06,75,361 - : Unsecured 16,04,787 - 16,04,388 - (other than falling within the meaning of public deposits*)(b) Deferred Credits - - - -(c) Term Loans - - - -(d) Inter-corporate loans and borrowing - - - -(e) Commercial Paper - - - -(f ) Other Loans (specify nature) – Banks Loans - - - -(g) Other Loans (specify nature) – Cash Credit - - - -(h) Other Loans (specify nature) – Finance Lease

Obligation- - - -

* Please see Note 1 belowAssets side : Amount outstanding Amount outstanding

2. Break-up of Loans and Advances including bills receivables [other than those included in (4) below] :(a) Secured 1,38,86,482(b) Unsecured -

3. Break up of Leased Assets and stock on hire and hypothecation loans counting towards AFC activities(i) Lease assets including lease rentals under sundry

debtors : (a) Finance lease - - (b) Operating lease - -(ii) Stock on hire including hire charges under sundry

debtors: (a) Assets on hire - - (b) Repossessed Assets - -(iii) Other loans counting towards AFC activities (refer

note 4) (a) Loans where assets have been repossessed - - (b) Loans other than (a) above - -

4. Break-up of Investments :Current Investments :1. Quoted :(i) Shares : (a) Equity - -



(` in ‘000)

(b) Preference - -(ii) Debentures and Bonds 2,19,615 18,702(iii) Units of mutual funds - -(iv) Government Securities - -(v) Others (please specify) - -2. Unquoted :(i) Shares : (a) Equity - - (b) Preference - -(ii) Debentures and Bonds 9,88,255 7,95,618(iii) Units of mutual funds - -(iv) Government Securities - -(v) Others (Please specify) - -Long Term investments :1. Quoted :(i) Shares : (a) Equity - - (b) Preference - -(ii) Debentures and Bonds 22,28,129 7,71,030(iii) Units of mutual funds - -(iv) Government Securities - -(v) Others (please specify)2. Unquoted :(i) Shares : (a) Equity - -

(b) Preference - -

(ii) Debentures and Bonds 2,82,64,045 2,34,88,322

(iii) Units of mutual funds - -

(iv) Government Securities - -

(v) Others (Please specify) - -

5. Borrower group-wise classification of assets financed as in (2) and (3) above : Please see Note 2 and 4 below

Category As at March 31,2017 As at March 31,2016

Amount net of provisions Amount net of provisions

Secured Unsecured Total Secured Unsecured Total

1. Related Parties ** - - - - - -

(a) Subsidiaries - - - - - -

(b) Companies in the same group - - - - - -

(c) Other related parties - - - - - -

2. Other than related parties - - - - - -

Total - - - - - -





6. Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted):

Please see note 3 below

As at March 31,2017 As at March 31,2016

Category Market Value / Break up or fair

value or NAV

Book Value (Net of Provisions)

Market Value / Break up or fair

value or NAV

Book Value (Net of Provisions)

1. Related Parties ** - - - -

(a) Subsidiaries - - - -

(b) Companies in the same group - - - -

(c) Other related parties - - - -

2. Other than related parties 3,18,23,325 3,17,00,044 2,50,91,609 2,50,73,673

Total 3,18,23,325 3,17,00,044 2,50,91,609 2,50,73,673

** As per Accounting Standard of ICAI (Please see Note 3)

7. Other information



Gross Non-Performing Assets

(a) Related parties - -

(b) Other than related parties - -

Net Non-Performing Assets

(a) Related parties - -

(b) Other than related parties - -

Assets acquired in satisfaction of debt Nil Nil

Notes:

1 As defined in Paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

2 Provisioning norms shall be applicable as prescribed in the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

3 All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up/fair value/NAV in respect of unquoted investments should be disclosed irrespective of whether they are classified as long term or current in column (4) above.


REGISTERED OFFICE: ICICI BANK TOWERS, BANDRA-KURLA COMPLEX, MUMBAI – 400 051TEL: +91 22 26536963 FAX: +91 22 26531259 [email protected]


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